Common use of Documents at Closing Clause in Contracts

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska will deliver, or will cause to be delivered, to Shiprock the following: (1) a certificate executed by the Chief Executive Officer or President of Duska to the effect that all representations and warranties made by Duska under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock or Shiprock Sub on said date; (2) a certificate from the state of Duska’s incorporation dated within five business days of the Closing to the effect that Duska is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock and Shiprock Sub will deliver or cause to be delivered to Duska: (1) stock certificates representing those securities of Shiprock to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President of Shiprock and Shiprock Sub, respectively, to the effect that all representations and warranties of Shiprock and Shiprock Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska on said date; (3) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder authorizing the Merger and all related matters; (4) certificates from the jurisdiction of incorporation of Shiprock and Shiprock Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and (11) all other items, the delivery of which is a condition precedent to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska SNC will deliver, or will cause to be delivered, to Shiprock the Durw▇▇▇ ▇▇▇ following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska SNC to the effect that all representations and warranties made by Duska SNC under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub on Durw▇▇▇ ▇▇ said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of SNC dated within five business days of at or about the Closing to the effect that Duska SNC is in good standing under the laws of said statejurisdiction; (3iii) Investment Letters in the form attached hereto as Exhibit “D” "C" executed by each SNC Stockholder and evidence of the Duska stockholders referred to in Section 9(c)accreditation; (4iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5v) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders shareholders and directors of Duska SNC authorizing the Merger;this transaction; and (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, as Durw▇▇▇ ▇▇ set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and . (7vii) the legal opinion required by Section 9(e12(d) hereof. (b) Shiprock and Shiprock Sub will Durw▇▇▇ ▇▇▇l deliver or cause to be delivered to DuskaSNC: (1i) stock certificates representing those securities of Shiprock the Durw▇▇▇ ▇▇▇res to be issued as a part of the Merger stock exchange as described in Section 2 hereofherein; (2ii) a certificate of the President of Shiprock and Shiprock SubDurw▇▇▇, respectively, to ▇▇ the effect that all representations and warranties of Shiprock and Shiprock Sub made Durw▇▇▇ ▇▇▇e under this Agreement are true and correct as of the Closing, the same as though originally given to Duska SNC on said date; (3iii) certified copies of resolutions adopted by Shiprock’s Durwood's board of directors and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder Durwood's Stockholders authorizing the Merger Acquisition and all related mattersmatters described herein; (4iv) certificates certificate from the jurisdiction of incorporation of Shiprock and Shiprock Sub Durw▇▇▇ dated within five business days of at or about the Closing Date that each of said corporations is Durw▇▇▇ ▇▇ in good standing under the laws of said state; (5v) opinion of Shiprock’s Durwood's counsel as described in Section 8(l11(l) above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vii) written resignation of all the existing officer and director of the officers and directors of Shiprock and Shiprock SubDurw▇▇▇; (8) Escrow Agreement, signed by ▇▇▇▇▇ viii) all corporate and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy financial records of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇Durw▇▇▇; and▇▇d (11ix) all other items, the delivery of which is a condition precedent to the obligations of DuskaSNC, as set forth in Section 8 12 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f)net proceeds from the Limited Offering not to be less than $950,000.

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska IVI will deliver, or will cause to be delivered, to Shiprock Turer the following: (1i) a A certificate executed by the Chief Executive Officer or President and Secretary of Duska IVI to the effect that all representations and warranties made by Duska IVI under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub Turer on said date;. (2ii) a A certificate from the state of Duska’s incorporation California dated within five business days of at or about the Closing to the effect that Duska IVI is in good standing under the laws of said state;jurisdiction. (3iii) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such Such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement;. (5iv) executed copy of the Certificate of Merger for filing in Delaware; and certified Certified copies of resolutions adopted by the stockholders and directors of Duska IVI authorizing the Merger;this transaction. (6v) all All other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, Turer as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and . (7vi) the The legal opinion required by Section 9(e12(c) hereof. (b) Shiprock and Shiprock Sub Turer will deliver or cause to be delivered to DuskaIVI: (1i) stock Stock certificates representing those securities of Shiprock the Turer Shares to be issued as a part of the Merger stock exchange as described in Section 2 hereof;herein. (2ii) a A certificate of the President of Shiprock and Shiprock Sub, respectively, Turer to the effect that all representations and warranties of Shiprock and Shiprock Sub Turer made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska IVI on said date;. (3iii) certified Certified copies of resolutions adopted by Shiprock’s Turer's board of directors and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder Turer's Stockholders authorizing the Merger Acquisition and all related mattersmatters described herein; (4iv) certificates Certificate from the jurisdiction of incorporation of Shiprock and Shiprock Sub Turer dated within five business days of at or about the Closing Date that each of said corporations Turer is in good standing under the laws of said state;. (5v) opinion Opinion of Shiprock’s Turer's counsel as described in Section 8(l11(k) above;. (6vi) such Such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement;. (7vii) written resignation of all Resignation of the officers existing officer and directors of Shiprock and Shiprock Sub;Turer. (8) Escrow Agreement, signed by ▇▇▇▇▇ viii) All corporate and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.;financial records of Turer. (9ix) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and (11) all All other items, the delivery of which is a condition precedent to the obligations of DuskaIVI, as set forth in Section 8 12 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska Hawk Biometric will deliver, or will cause to be delivered, to Shiprock Explorations the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska Hawk Biometric to the effect that all representations and warranties made by Duska Hawk Biometric under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub Explorations on said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of Hawk Biometric dated within five business days of at or about the Closing to the effect that Duska Hawk Biometric is in good standing under the laws of said statejurisdiction; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4iii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5iv) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders shareholders and directors of Duska Hawk Biometric authorizing the Merger;this transaction; and (6v) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, Hawk Biometric as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock and Shiprock Sub Explorations will deliver or cause to be delivered to DuskaHawk Biometric: (1i) stock certificates representing those securities of Shiprock to be issued as a part of the Merger as described in Section 2 hereofConsideration; (2ii) a certificate of the President of Shiprock and Shiprock Sub, respectivelyExplorations, to the effect that all representations and warranties of Shiprock and Shiprock Sub Explorations made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska Hawk Biometric on said date; (3iii) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s Board Explorations’ board of Directors and Shiprock Sub’s stockholder directors authorizing the Merger and all related mattersmatters described herein; (4iv) certificates certificate from the jurisdiction of incorporation of Shiprock and Shiprock Sub Explorations dated within five business days of at or about the Closing Date that each of said corporations Explorations is in good standing under the laws of said state; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6v) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vi) written resignation of all of the existing officers and directors of Shiprock Explorations; and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and (11vii) all other items, the delivery corporate and financial records of which is a condition precedent to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f)Explorations.

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska CEI will deliver, or will cause to be delivered, to Shiprock Inland the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska CEI to the effect that all representations and warranties made by Duska CEI under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub Inland on said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of CEI dated within five business days of at or about the Closing to the effect that Duska CEI is in good standing under the laws of said statejurisdiction; (3iii) Investment Letters in the form attached hereto as Exhibit “D” "C" executed by each of the Duska stockholders referred to in Section 9(c)CEI Stockholder; (4iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5v) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders shareholders and directors of Duska CEI authorizing the Merger;this transaction; and (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, Inland as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and . (7vii) the legal opinion required by Section 9(e12(d) hereof. (b) Shiprock and Shiprock Sub Inland will deliver or cause to be delivered to DuskaCEI: (1i) stock certificates representing those securities of Shiprock the Inland Shares to be issued as a part of the Merger stock exchange as described in Section 2 hereofherein; (2ii) a certificate of the President of Shiprock and Shiprock Sub, respectivelyInland, to the effect that all representations and warranties of Shiprock and Shiprock Sub Inland made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska CEI on said date; (3iii) certified copies of resolutions adopted by Shiprock’s Inland's board of directors and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder Inland's Stockholders authorizing the Merger Acquisition and all related mattersmatters described herein; (4iv) certificates certificate from the jurisdiction of incorporation of Shiprock and Shiprock Sub Inland dated within five business days of at or about the Closing Date that each of said corporations Inland is in good standing under the laws of said state; (5v) opinion of Shiprock’s Inland's counsel as described in Section 8(l11(l) above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vii) written resignation of all the existing officer and director of the officers and directors of Shiprock and Shiprock SubInland; (8) Escrow Agreement, signed by ▇▇▇▇▇ viii) all corporate and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy financial records of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇Inland; and (11ix) all other items, the delivery of which is a condition precedent to the obligations of DuskaCEI, as set forth in Section 8 12 hereof, including net cash proceeds of the asset transfer and assumption agreements contemplated by Section 7(f)Inland Financing.

Documents at Closing. At the Closing, the following documents shall will be delivered: (a) Duska Seller will deliver, or will cause to be delivered, to Shiprock Purchaser the following: (1) a certificate executed by the Chief Executive Officer or President of Duska to the effect that all representations and warranties made by Duska under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock or Shiprock Sub on said date; (2i) a certificate from the state of DuskaAll requisite and necessary documents evidencing Seller’s incorporation dated within five business days sole and exclusive ownership of the Closing Products and all underlying products, formulas, processes, proprietary technology and/or patents and patent applications, free and clear of all liens, mortgages, pledges, security interests, prior assignments or encumbrances, and any restrictions on transfer, and that it has the unencumbered right to sell and transfer its entire right, title and interest in the effect that Duska is in good standing under the laws of said stateProducts, including, but not limited to all patents and patent applications, to Purchaser as contemplated hereby; (3ii) Investment Letters All requisite and necessary documents to transfer the ownership and all rights, title and interest in the form attached hereto as Exhibit “D” executed Products to Purchaser including, but not limited to all requisite and notarized Patent Assignments related to the patents and patent applications underlying the Products, for filing by each of Purchaser with the Duska stockholders referred to in Section 9(c)USPTO and any foreign patent office that is relevant; (4iii) such Such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement;; and (5iv) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6) all All other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock SubPurchaser, as set forth herein, including the asset transfer and assumption agreements contemplated by in Section 7(f); and (7) the legal opinion required by Section 9(e) hereof10 above. (b) Shiprock and Shiprock Sub Purchaser will deliver or cause to be delivered to Duska:Seller; (1i) stock Stock certificates representing those securities of Shiprock Seller and or its assignees, to be issued to Seller as a part of the Merger as described in per Section 2 3 hereof; (2ii) a certificate of the President of Shiprock and Shiprock Sub, respectively, to the effect that all representations and warranties of Shiprock and Shiprock Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska on said date; (3) certified Certified copies of resolutions adopted by ShiprockPurchaser’s and Shiprock Sub’s Board Boards of Directors approving this Agreement and Shiprock Sub’s stockholder authorizing the Merger and all related matterstransactions contemplated hereunder; (4iii) certificates from the jurisdiction of incorporation of Shiprock and Shiprock Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6) such Such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and (11iv) all All other items, the delivery of which is a condition precedent to the obligations of Duska, Seller as set forth in Section 8 9 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall will be delivered: (a) Duska BioForce will deliver, or will cause to be delivered, to Shiprock Silver River the following: (1i) a certificate executed by the Chief Executive Officer or President of Duska BioForce to the effect that all representations and warranties made by Duska BioForce under this Agreement are true and correct as of the Closing and as of the Effective DateTime of the Merger, the same as though originally given to Shiprock Silver River or Shiprock Merger Sub on said datedate and that BioForce has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger; (2ii) a certificate from the state of Duska’s BioForce's incorporation dated within five business days of the Closing to the effect that Duska BioForce is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4iii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this AgreementAgreement and the other Transaction Documents; (5iv) executed copy of the Certificate of Merger for filing in Delaware; and ; (v) certified copies of resolutions adopted by BioForce Stockholders and the stockholders and directors of Duska BioForce approving the Merger Agreement and other Transaction Documents and authorizing the Merger; (6vi) the opinion of BioForce's counsel as described in Section 9(i) above; and (vii) all other items, the delivery of which is a condition precedent to the obligations of Shiprock Silver River and Shiprock Merger Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock Silver River and Shiprock Merger Sub will deliver or cause to be delivered to DuskaBioForce: (1i) stock certificates representing those securities of Shiprock Silver River to be issued as a part of the Merger as described in Section 2 hereof;; -24- (2ii) a certificate of the President of Shiprock Silver River and Shiprock Merger Sub, respectively, to the effect that all representations and warranties of Shiprock Silver River and Shiprock Merger Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska BioForce on said date; and that each of Silver River and Merger Sub has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger; (3iii) certified copies of resolutions adopted by Shiprock’s Silver River's and Shiprock Merger Sub’s 's Board of Directors and Shiprock Merger Sub’s 's sole stockholder approving the Merger Agreement and authorizing the Merger and all related matters; and certified copies of resolutions adopted by the stockholders of Silver River approving the matters described in Section 7(e) above; (4iv) certificates from the jurisdiction of incorporation of Shiprock Silver River and Shiprock Merger Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5v) executed copy of the Certificate of Merger for filing in Nevada; (vi) opinion of Shiprock’s Silver River's counsel as described in Section 8(l8(m) above; (6vii) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7viii) written resignation of all of the officers and directors of Shiprock Silver River and Shiprock Merger Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and (11ix) all other items, the delivery of which is a condition precedent to the obligations of DuskaBioForce, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska FIC will deliver, or will cause to be delivered, to Shiprock Columbia the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska FIC to the effect that all representations and warranties made by Duska FIC under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub Columbia on said date; (2ii) a certificate from the state of Duska’s incorporation of FIC dated within five business days of at or about the Closing to the effect that Duska FIC is in good standing under the laws of said state; (3iii) Investment Letters in the form attached hereto as Exhibit “D” "C" executed by each of the Duska stockholders referred to in Section 9(c)FIC Stockholder; (4iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5v) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders shareholders and directors of Duska FIC authorizing the Merger;this transaction; and (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, Columbia as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and . (7vii) the legal opinion required by Section 9(e13(d) hereof. (b) Shiprock and Shiprock Sub Columbia will deliver or cause to be delivered to DuskaFIC: (1i) stock certificates representing those securities of Shiprock the Columbia Shares to be issued as a part of the Merger stock exchange as described in Section 2 hereofherein; (2ii) a certificate of the President of Shiprock and Shiprock Sub, respectivelyColumbia, to the effect that all representations and warranties of Shiprock and Shiprock Sub Columbia made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska FIC on said date; (3iii) certified copies of resolutions adopted by Shiprock’s Columbia's board of directors and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder Columbia's Stockholders authorizing the Merger Acquisition and all related matters; (4iv) certificates certificate from the jurisdiction of incorporation of Shiprock and Shiprock Sub Columbia dated within five business days of at or about the Closing Date that each of said corporations Columbia is in good standing under the laws of said state; (5v) opinion of Shiprock’s Columbia's counsel as described in Section 8(l12(k) above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vii) written resignation of all of the existing officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇Columbia; and (11viii) all other items, the delivery of which is a condition precedent to the obligations of DuskaFIC, as set forth in Section 8 13 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska RXT will deliver, or will cause to be delivered, to Shiprock Valley the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska RXT to the effect that all representations and warranties made by Duska RXT under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub Valley on said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of RXT dated within five business days of at or about the Closing to the effect that Duska RXT is in good standing under the laws of said statejurisdiction; (3iii) Investment Letters in the form attached hereto as Exhibit “D” "C" executed by each of the Duska stockholders referred to in Section 9(c)RXT Stockholder; (4iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5v) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders shareholders and directors of Duska RXT authorizing the Merger;this transaction; and (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, Valley as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and . (7vii) the legal opinion required by Section 9(e12(d) hereof. (b) Shiprock and Shiprock Sub Valley will deliver or cause to be delivered to DuskaRXT: (1i) stock certificates representing those securities of Shiprock the Valley Shares to be issued as a part of the Merger stock exchange as described in Section 2 hereofherein; (2ii) a certificate of the President of Shiprock and Shiprock Sub, respectivelyValley, to the effect that all representations representation and warranties of Shiprock and Shiprock Sub Valley made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska RXT on said date; (3iii) certified copies of resolutions adopted by Shiprock’s Valley's board of directors and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder Valley's Stockholders authorizing the Merger Acquisition and all related mattersmatters described herein; (4iv) certificates certification from the jurisdiction of incorporation of Shiprock and Shiprock Sub Valley dated within five business days of at or about the Closing Date that each of said corporations Valley is in good standing under the laws of said state; (5v) opinion of Shiprock’s Valley's counsel as described in Section 8(l11(1) above; (6vi) such other instruments and documents as are required to be delivered pursuant to good funds representing the provisions net proceeds of this Agreementthe Valley Financing; (7vii) written resignation of all the existing officer and director of the officers and directors of Shiprock and Shiprock SubValley; (8) Escrow Agreement, signed by ▇▇▇▇▇ viii) all corporate and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy financial records of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇Valley; and (11ix) all other items, the delivery of which is a condition precedent to the obligations of DuskaRXT, as set forth in Section 8 12 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska RTC will deliver, or will cause to be delivered, to Shiprock AE the following: (1) a certificate executed by the Chief Executive Officer or President of Duska RTC to the effect that all representations and warranties made by Duska RTC under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub AE on said date; (2) a certificate from the state of Duska’s RTC's incorporation dated within five business days of the Closing to the effect that Duska RTC is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (54) executed copy of the Certificate Articles of Merger for filing in Delaware; Delaware and Nevada; (5) certified copies of resolutions adopted by 100% the stockholders and directors of Duska RTC authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock SubAE, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof.and (b) Shiprock and Shiprock Sub AE will deliver deliver, or cause to be delivered delivered, to DuskaRTC (or the Escrow Agent, as applicable), the following: (1) stock certificates representing those securities of Shiprock to be issued as a part of the Merger AE Closing Shares as described in Section 2 Article3 hereof; (2) the AE Earnout Shares to the Escrow Agent as directed in Article 3 hereof. (3) a certificate of the President of Shiprock and Shiprock Sub, respectively, AE to the effect that all representations and warranties of Shiprock and Shiprock Sub AE made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska RTC on said date; (34) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s AE's Board of Directors and Shiprock Sub’s stockholder authorizing the Merger and all related matters; (45) certificates from the jurisdiction of incorporation of Shiprock and Shiprock Sub AE dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) opinion of Shiprock’s counsel as described in Section 8(l) aboveDelaware; (6) executed copy of the Certificate of Merger for filing in Delaware and Nevada; (7) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and (11) all other items, the delivery of which is a condition precedent to the obligations of DuskaRTC, as set forth in Section 8 Article 9 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska TAG will deliver, or will cause to be delivered, to Shiprock PMKT the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska TAG to the effect that all representations and warranties made by Duska TAG under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock PMKT or Shiprock PMKT Sub on said date; (2ii) a certificate from the state of Duska’s TAG's incorporation dated within five business days of at or about the Closing to the effect that Duska TAG is in good standing under the laws of said state; (3iii) Investment Letters in the form attached hereto as Exhibit “D” to be agreed upon executed by each of the Duska stockholders referred to in Section 9(c)TAG Common Shareholder, , unless waived by PMKT; (4iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5v) executed copy copies of the Certificate Plan and Articles of Merger in form and substance to be mutually agreed upon by the Parties for filing in Delawarewith the Secretary of State of California; and certified copies of resolutions adopted by the stockholders shareholders and directors of Duska TAG authorizing the Merger;; and (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock PMKT and Shiprock PMKT Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and . (7vii) the legal opinion required by Section 9(e8(d) hereof. (b) Shiprock PMKT and Shiprock PMKT Sub will deliver or cause to be delivered to DuskaTAG: (1i) stock certificates representing those securities of Shiprock PMKT to be issued as a part of the Merger as described in Section 2 hereof; ; (2ii) a certificate of the President President/Secretary of Shiprock PMKT and Shiprock PMKT Sub, respectively, to the effect that all representations and warranties of Shiprock PMKT and Shiprock Sub PMKT Sub, respectively, made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska TAG on said date; (3) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder authorizing the Merger and all related matters; (4) certificates from the jurisdiction of incorporation of Shiprock and Shiprock Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and (11) all other items, the delivery of which is a condition precedent to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska TRXADE will deliver, or will cause to be delivered, to Shiprock XCEL the following: (1) a certificate executed by the Chief Executive Officer or President & CEO of Duska TRXADE to the effect that all representations and warranties made by Duska TRXADE under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub XCEL on said date; (2) a certificate from the state of Duska’s TRXADE's incorporation dated within five business days of the Closing to the effect that Duska TRXADE is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (54) executed copy of the Certificate Articles of Merger for filing in Delaware; and Nevada; (5) certified copies of resolutions adopted by the stockholders and directors of Duska TRXADE authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock SubXCEL, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof.and (b) Shiprock and Shiprock Sub XCEL will deliver or cause to be delivered to DuskaTRXADE: (1) stock certificates representing those securities of Shiprock XCEL to be issued as a part of the Merger as described in Section 2 3 hereof; (2) a certificate of the President & CEO of Shiprock and Shiprock Sub, respectively, XCEL to the effect that all representations and warranties of Shiprock and Shiprock Sub XCEL made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska TRXADE on said date; (3) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s XCEL's Board of Directors and Shiprock Sub’s stockholder authorizing the Merger and all related matters; (4) certificates from the jurisdiction of incorporation of Shiprock and Shiprock Sub XCEL dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said stateDelaware; (5) opinion executed copy of Shiprock’s counsel as described the Certificate of Merger for filing in Section 8(l) aboveDelaware; (6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇XCEL; and (11) 8) all other items, the delivery of which is a condition precedent to the obligations of DuskaTRXADE, as set forth in Section 8 9 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At On the ClosingClosing Date, the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (ai) Duska SGI will deliver, or will cause to be delivered, to Shiprock Power Play the following: (1A) a A certificate executed by the Chief Executive Officer or President of Duska SGI to the effect that all representations and warranties made by Duska SGI under this Agreement as to SGI are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock or Shiprock Sub Power Play on said date; (2B) a A certificate from SGI, signed by its Secretary, certifying: (i) that the state attached copies of DuskaSGI’s incorporation dated within five business days charter documents and resolutions of the Closing to Board of Directors and Stockholders of SGI approving the effect Agreement and the transactions contemplated herein are all true and correct and remain in full force and effect, (ii) incumbency and specimen signature of each officer of SGI executing this Agreement or any other document delivered in connection herewith on behalf of SGI (iii) the current capitalization of SGI including, without limitation, all issued shares, all convertible debt and equity securities, all options and warrants, and all other securities other than non-convertible debt securities and (iii) that Duska SGI is in good standing under compliance with the laws provisions of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c6(a)(ix); (4C) such other instruments, documents letter of resignation from the current officers and certificates, if any, directors of SGI; and (D) evidence of the election of the officers and directors of the Surviving Corporation as are required to be delivered pursuant to the provisions of this Agreementset forth and identified in Section 2(f) hereof; (5E) duly executed copy of the Certificate Certificates of Merger for filing in Delawarethe form of those attached hereto as Exhibits A and B; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger;and (6F) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock SubPower Play, as set forth herein, including the asset transfer and assumption agreements contemplated by in Section 7(f); and (7) the legal opinion required by Section 9(e6(a) hereof. (bii) Shiprock and Shiprock Sub Power Play will deliver or cause to be delivered to DuskaSGI: (1A) stock certificates representing those securities of Shiprock to be issued as a part of A certificate from Power Play executed by the Merger as described in Section 2 hereof; (2) a certificate of the Chief Executive Officer or President of Shiprock and Shiprock Sub, respectivelyPower Play, to the effect that all representations and warranties of Shiprock and Shiprock Sub Power Play made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska SGI on said date; (3B) certified A certificate from Power Play, signed by its Secretary, certifying: (i) that the attached copies of Power Play’s charter documents and resolutions adopted by Shiprock’s of the board of directors of Power Play approving the Agreement and Shiprock Sub’s Board the transactions contemplated herein are all true and correct and remain in full force and effect and (ii) incumbency and specimen signature of Directors each officer of Power Play executing this Agreement or any other document delivered in connection herewith on behalf of Power Play and Shiprock Sub’s stockholder authorizing (iii) the Merger current capitalization of Power Play including, without limitation, all issued shares, all convertible debt and equity securities, all options and warrants, and all related mattersother securities other than non-convertible debt securities; (4C) certificates letter of resignation from the jurisdiction of incorporation of Shiprock current officers and Shiprock Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said statedirectors; (5D) opinion duly executed Certificates of Shiprock’s counsel Merger in the form of those attached hereto as described in Section 8(l) aboveExhibits A and B; (6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and (11E) all other items, the delivery of which is a condition precedent to the obligations of Duska, SGI as set forth in Section 8 6(b) hereof; (F) an employment agreement with ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇; (G) consulting agreements with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (or Responsive Marketing Communications, including Inc., as the asset transfer case may be), ▇▇▇ ▇▇▇▇▇ and assumption ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, if such agreements contemplated by Section 7(f)are reached on mutually acceptable terms and conditions.

Documents at Closing. At the Closing, the following documents transactions -------------------- shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) Duska SKYSITE will deliver, or will cause to be delivered, to Shiprock VISCORP the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska SKYSITE to the effect that all representations and warranties made by Duska SKYSITE under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub VISCORP on said date; (2ii) a certificate from the state State of Duska’s incorporation Delaware dated within five business days of at or about the Closing to the effect that Duska SKYSITE is in good standing under the laws of said stateState; (3iii) Investment Letters or investment representations in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c)SKYSITE Shareholder; (4iv) General Releases of all its Shareholders; (v) Stock certificates representing those shares of SKYSITE Shares to be exchanged for VISCORP Shares will be delivered; and (vi) Stock option agreement to certain SKYSITE Shareholders listed on Exhibit A for a maximum of 500,000 shares of VISCORP Common Stock at 40c per share for a 3 year period from the Closing Date. (vii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and , including but not limited to certified copies of resolutions adopted by the stockholders of SKYSITE's Board of Directors authorizing this transaction and directors an opinion of Duska authorizing the Mergercounsel of SKYSITE as described herein including but not limited to such items set forth in Section 4 hereof; (6viii) all other itemsresignation of its officers and directors, the delivery of which is a condition precedent to the obligations of Shiprock except for ▇▇▇▇▇▇ and Shiprock Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof.▇▇▇▇▇▇; (b) Shiprock and Shiprock Sub VISCORP will deliver or cause to be delivered to DuskaSKYSITE and the SKYSITE Shareholders: (1i) stock certificates representing those securities shares of Shiprock VISCORP Shares to be issued as a part of the Merger Exchange as described in Section 2 1 hereof; (2ii) a certificate of from VISCORP executed by the President or Secretary of Shiprock and Shiprock Sub, respectivelyVISCORP, to the effect that all representations and warranties of Shiprock and Shiprock Sub VISCORP made under this Agreement are true and correct as of the ClosingCLosing, the same as though originally given to Duska SKYSITE on said due date; (3iii) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s VISCORP's Board of Directors and Shiprock Sub’s stockholder authorizing the Merger and all related mattersthis transaction; (4iv) certificates from the jurisdiction Nevada Secretary of incorporation of Shiprock and Shiprock Sub State dated within five business days of at or about the Closing Date that each of said corporations VISCORP is in good standing under the laws of said stateState; (5v) opinion of Shiprock’s VISCORP's counsel as described in Section 8(l4.1(h) above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and (11vii) all other items, the delivery of which is a condition precedent to the obligations of DuskaVISCORP, as set forth in Section 8 4 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska WFL will deliver, or will cause to be delivered, to Shiprock URON the following: (1i) a certificate executed by the Chief Executive Officer or President of Duska WFL to the effect that all representations and warranties made by Duska WFL under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock URON or Shiprock Merger Sub on said date; (2ii) a certificate from the state State of Duska’s incorporation Wyoming dated within five ten business days of the Closing to the effect that Duska WFL is in good standing under the laws of said stateWyoming; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4iii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5iv) executed copy of the Certificate Articles of Merger for filing in Delaware; and Wyoming; (v) certified copies of resolutions adopted by the stockholders and directors of Duska WFL authorizing the Merger; (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock URON and Shiprock Merger Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and and (7vii) the legal opinion required by Section 9(e) 10 hereof. (b) Shiprock URON and Shiprock Merger Sub will deliver or cause to be delivered to DuskaWFL: (1) stock certificates representing those securities of Shiprock to be issued as a part of the Merger as described in Section 2 hereof; (2i) a certificate of the President of Shiprock URON and Shiprock Merger Sub, respectively, to the effect that all representations and warranties of Shiprock URON and Shiprock Merger Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska WFL on said date; (3ii) certified copies of resolutions adopted by Shiprock’s the stockholders and Shiprock Sub’s Board the board of Directors directors of Merger Sub and Shiprock Sub’s stockholder the board of directors of URON authorizing the WFL Merger and all related matters; (4iii) certificates from the jurisdiction of incorporation of Shiprock URON and Shiprock Merger Sub dated within five ten business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5iv) executed copy of the Articles of Merger for filing in Wyoming; (v) opinion of ShiprockURON’s counsel as described in Section 8(l) 9 above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vii) written resignation of all of the officers and directors of Shiprock URON and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ Merger Sub and ▇▇▇▇▇▇ ▇. ▇▇▇▇ the written appointment of new directors and Associates, Ltd.; (9officers of URON as contemplated under Section 2(c) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇hereof; and (11viii) all other items, the delivery of which is a condition precedent to the obligations of DuskaWFL, as set forth in Section 8 9 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) Duska TMG will deliver, or will cause to be delivered, to Shiprock BARON ENERGY the following: (1i) a certificate from TMG executed by the Chief Executive Officer or President managers of Duska TMG, to the effect that all representations and warranties made by Duska TMG under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub BARON ENERGY on said date; (2ii) a certificate from the state State of Duska’s incorporation Nevada dated within five business days of at or about the Closing to the effect that Duska TMG is in good standing under the laws of said stateState; (3iii) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed a certified copy of the Certificate resolution of Merger for filing in Delawarethe Managers of TMG authorizing this transaction; and certified copies and (iv) an opinion of resolutions adopted its legal counsel, limited as to any portion of the opinion as to an aspect of the agreement governed by the stockholders and directors application of Duska authorizing Nevada law, dated as of the Merger;Closing to the effect that: (6a) TMG is a limited liability company validly existing and in good standing under the laws of the State of Nevada (b) TMG has the power to carry on its business as now being conducted; and (c) This Agreement has been duly authorized, executed and delivered by TMG. (v) Irrevocable Assignments of the membership interests of TMG duly executed by the respective Interest Holders to be exchanged for BARON ENERGY Shares that will be delivered to Interest Holders, transferring such membership interests to BARON ENERGY. (vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock SubBARON ENERGY, as set forth herein, including the asset transfer and assumption agreements contemplated by in Section 7(f); and (7) the legal opinion required by Section 9(e) hereof4. (b) Shiprock and Shiprock Sub BARON ENERGY will deliver or cause to be delivered to DuskaTMG and the Interest Holders: (1) stock certificates representing those securities of Shiprock to be issued as a part of the Merger as described in Section 2 hereof; (2i) a certificate of from BARON ENERGY executed by the President or Secretary of Shiprock and Shiprock Sub, respectivelyBARON ENERGY, to the effect that all representations and warranties of Shiprock and Shiprock Sub BARON ENERGY made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska TMG on said date; (3ii) a certified copies copy of resolutions adopted by Shiprock’s and Shiprock Sub’s a resolution of the Board of Directors and Shiprock Sub’s stockholder of BARON ENERGY authorizing the Merger and all related mattersthis transaction; (4iii) certificates a certificate from the jurisdiction State of incorporation of Shiprock and Shiprock Sub Nevada dated within five business days of at or about the Closing Date that each of said corporations BARON ENERGY is in good standing under the laws of said stateState; and (iv) an opinion of its legal counsel, limited as to any portion of the opinion that applies to an aspect governed by the application of Nevada law, dated as of the Closing to the effect that: (1) BARON ENERGY is a corporation validly existing and in good standing under the laws of the State of Nevada; (2) This Agreement has been duly authorized executed and delivered by BARON ENERGY and is a valid and binding obligation of BARON ENERGY enforceable in accordance with its terms; (3) BARON ENERGY, through its Board of Directors and its shareholders, has taken all corporate action necessary for performance under this Agreement; (4) The documents executed and delivered to TMG and the TMG Members hereunder are valid and binding in accordance with their terms; (5) opinion The shares of Shiprock’s counsel as described in BARON ENERGY Shares to be issued pursuant to Section 8(l) above;1.1 hereof, when issued, will be duly and validly issued, fully paid and non-assessable; and (6) such other instruments BARON ENERGY has the corporate power to execute the Agreement, deliver the Shares and documents as are required to be delivered pursuant to the provisions of perform under this Agreement;. (7vi) written resignation of all substitution of the officers and directors of Shiprock and Shiprock Sub;Managers as requested, at closing, by BARON ENERGY. (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and (11vii) all other items, the delivery of which is a condition precedent to the obligations of DuskaTMG, as set forth in Section 8 4 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska iPayMobil will deliver, or will cause to be delivered, to Shiprock Aurios the following: (1) a certificate executed by the Chief Executive Officer or President of Duska iPayMobil to the effect that all representations and warranties made by Duska iPayMobil under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock Aurios or Shiprock ZipRemit Sub on said date; (2) a certificate from the state of DuskaiPayMobil’s incorporation dated within five business days of the Closing to the effect that Duska iPayMobil is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (54) an executed copy of the Certificate Certificates of Merger for filing in Delaware; both Arizona and Nevada; (5) a certified copies copy of resolutions adopted by the stockholders and directors of Duska iPayMobil authorizing the Merger;; and (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock Aurios and Shiprock ZipRemit Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof.and (b) Shiprock Aurios and Shiprock ZipRemit Sub will deliver or cause to be delivered to DuskaiPayMobil: (1) stock certificates representing those securities of Shiprock Aurios to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President of Shiprock Aurios and Shiprock ZipRemit Sub, respectively, to the effect that all representations and warranties of Shiprock Aurios and Shiprock ZipRemit Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska iPayMobil on said date; (3) a certified copies copy of resolutions adopted by Shiprock’s Aurios’ and Shiprock ZipRemit Sub’s Board board of Directors directors and Shiprock ZipRemit Sub’s sole stockholder authorizing the Merger and Aurios’ Amended Articles and all related matters; (4) a certificate from the Arizona Secretary of State dated within five business days of the Closing Date that the Aurios Amended Articles have been accepted for filing; (5) certificates from the jurisdiction jurisdictions of incorporation of Shiprock Aurios and Shiprock ZipRemit Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) the written resignation of all of the officers and directors of Shiprock Aurios and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy ZipRemit Sub as of the filed Amended Closing and Restated Articles written appointment of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇the iPayMobil nominees as directors and officers; and (11) 8) all other items, the delivery of which is a condition precedent to the obligations of DuskaiPayMobil, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall will be delivered: (a) Duska WebiMax will deliver, or will cause to be delivered, to Shiprock Calypso the following:; (1i) a certificate executed by the Chief Executive Officer principal executive officer or President manager of Duska WebiMax to the effect that all representations and warranties made by Duska WebiMax under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub Calypso on said date, and that WebiMax has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by WebiMax on or prior to the Closing; (2ii) a certificate from the State of New Jersey and from any other state of Duska’s incorporation jurisdiction in which WebiMax is authorized to do business or should be authorized to do business under applicable state law, dated within five (5) business days of the Closing Closing, to the effect that Duska WebiMax is a limited liability company in good standing under the laws of said statethat State; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4iii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5iv) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by WebiMax’s managing board and Member approving the stockholders and directors of Duska authorizing the MergerAcquisition; (6v) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock SubCalypso , as set forth herein, including the asset transfer and assumption agreements contemplated by in Section 7(f); and (7) the legal opinion required by Section 9(e) hereof8 above. (b) Shiprock and Shiprock Sub Calypso will deliver or cause to be delivered to Duska:WebiMax; (1i) stock certificates representing those securities of Shiprock the Calypso Consideration Shares to be issued to Member as a part condition of the Merger Acquisition as described in Section 2 hereof; -- 1416531 v3 (ii) the Cash Consideration; (2iii) a certificate of the President of Shiprock and Shiprock Sub, respectively, Calypso to the effect that all representations and warranties of Shiprock and Shiprock Sub Calypso made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska on said date; and that Calypso has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing; (3iv) certified copies of resolutions adopted by ShiprockCalypso’s and Shiprock Sub’s Board Boards of Directors and, if required, the shareholders of Calypso approving the Agreement and Shiprock Sub’s stockholder authorizing the Merger Acquisition and all related matters; (4v) certificates a certificate from the State of Nevada any from any other state jurisdiction of incorporation of Shiprock and Shiprock Sub in which Calypso is authorized to do business or should be authorized to do business under applicable state law, dated within five (5) business days of the Closing Date that each of said corporations Calypso is a corporation is in good standing under the laws of said stateState; (5vi) opinion of Shiprock’s counsel as described in Section 8(l) above;the Employment Agreement (6vii) the evidence of the insurance coverate obtained pursuant to Section 6(k) hereof. (viii) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and (11ix) all other items, the delivery of which is a condition precedent to the obligations of Duska, WebiMax and Member as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f)7 above.

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska Boomj will deliver, or will cause to be delivered, to Shiprock CoConnect the following: (1) a certificate executed by the Chief Executive Officer or President of Duska Boomj to the effect that all representations and warranties made by Duska Boomj under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock CoConnect or Shiprock CoConnect Sub on said date; (2) a certificate from the state of Duska’s incorporation dated within five business days of the Closing to the effect that Duska is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (53) executed copy of the Certificate Articles of Merger for filing in Delaware; and Nevada; (4) certified copies of resolutions adopted by the stockholders and directors of Duska Boomj authorizing the Merger; (65) all other items, the delivery of which is a condition precedent to the obligations of Shiprock CoConnect and Shiprock CoConnect Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and and (76) the legal opinion required by Section 9(e9(c) hereof. (b) Shiprock CoConnect and Shiprock CoConnect Sub will deliver or cause to be delivered to DuskaBoomj: (1) stock certificates representing those securities of Shiprock CoConnect to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President Board of Shiprock Directors of CoConnect and Shiprock CoConnect Sub, respectively, to the effect that all representations and warranties of Shiprock CoConnect and Shiprock CoConnect Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska Boomj on said date; (3) certified copies of resolutions adopted by ShiprockCoConnect’s and Shiprock CoConnect Sub’s Board of Directors and Shiprock CoConnect Sub’s stockholder authorizing the Merger and all related matters; (4) certificates from the jurisdiction of incorporation of Shiprock CoConnect and Shiprock CoConnect Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) executed copy of the Articles of Merger for filing in Nevada; (6) opinion of ShiprockCoConnect’s counsel as described in Section 8(l) above; (67) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) 8) written resignation of all of the officers and directors of Shiprock CoConnect and Shiprock CoConnect Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and (11) And all other items, the delivery of which is a condition precedent to the obligations of DuskaBoomj, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska Inclusion will deliver, or will cause to be delivered, to Shiprock Incubator the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska Inclusion to the effect that all representations and warranties made by Duska Inclusion under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub Incubator on said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of Inclusion dated within five business days of at or about the Closing to the effect that Duska Inclusion is in good standing under the laws of said statejurisdiction; (3iii) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c)Inclusion Stockholder; (4iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5v) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders shareholders and directors of Duska Inclusion authorizing the Merger;this transaction; and (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, Inclusion as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and . (7vii) the legal opinion required by Section 9(e12(d) hereof. (b) Shiprock and Shiprock Sub Incubator will deliver or cause to be delivered to DuskaInclusion: (1i) stock certificates representing those securities of Shiprock the Incubator Shares to be issued as a part of the Merger stock exchange as described in Section 2 hereofherein; (2ii) a certificate of the President of Shiprock and Shiprock Sub, respectivelyIncubator, to the effect that all representations and warranties of Shiprock and Shiprock Sub Incubator made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska Inclusion on said date; (3iii) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s Board Incubator's board of Directors and Shiprock Sub’s stockholder directors authorizing the Merger and all related mattersmatters described herein; (4iv) certificates certificate from the jurisdiction of incorporation of Shiprock and Shiprock Sub Incubator dated within five business days of at or about the Closing Date that each of said corporations Incubator is in good standing under the laws of said state; (5v) opinion of Shiprock’s Incubator's counsel as described in Section 8(l11(j) above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vii) written resignation of all of the existing officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇Incubator; and (11viii) all other items, the delivery corporate and financial records of which is a condition precedent to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f)Incubator.

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska BeFirst will deliver, or will cause to be delivered, to Shiprock CAI the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska BeFirst to the effect that all representations and warranties made by Duska BeFirst under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub CAI on said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of BeFirst dated within five business days of at or about the Closing to the effect that Duska BeFirst is in good standing under the laws of said statejurisdiction; (3iii) Investment Letters in the form attached hereto as Exhibit “D” "C" executed by each of the Duska stockholders referred to in Section 9(c)BeFirst Stockholder; (4iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5v) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders shareholders and directors of Duska BeFirst authorizing the Merger;this transaction; and (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, CAI as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and . (7vii) the legal opinion required by Section 9(e12(d) hereof. (b) Shiprock and Shiprock Sub CAI will deliver or cause to be delivered to DuskaBeFirst: (1i) stock certificates representing those securities of Shiprock the CAI Shares to be issued as a part of the Merger stock exchange as described in Section 2 hereofherein; (2ii) a certificate of the President of Shiprock and Shiprock Sub, respectivelyCAI, to the effect that all representations and warranties of Shiprock and Shiprock Sub CAI made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska BeFirst on said date; (3iii) certified copies of resolutions adopted by Shiprock’s CAI's board of directors and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder CAI's Stockholders authorizing the Merger Acquisition and all related mattersmatters described herein; (4iv) certificates certificate from the jurisdiction of incorporation of Shiprock and Shiprock Sub CAI dated within five business days of at or about the Closing Date that each of said corporations CAI is in good standing under the laws of said state; (5v) opinion of Shiprock’s CAI's counsel as described in Section 8(l11(l) above; (6vi) such other instruments and documents as are required to be delivered pursuant to good funds representing the provisions net proceeds of this Agreementthe CAI Financing; (7vii) written resignation of all the existing officer and director of the officers and directors of Shiprock and Shiprock SubCAI; (8) Escrow Agreement, signed by ▇▇▇▇▇ viii) all corporate and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy financial records of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇CAI; and (11ix) all other items, the delivery of which is a condition precedent to the obligations of DuskaBeFirst, as set forth in Section 8 12 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall will be delivered: (a) Duska USRE will deliver, or will cause to be delivered, to Shiprock CRE the following:; (1i) a certificate executed by the Chief Executive Officer or President Presidents of Duska USRE to the effect that all representations and warranties made by Duska USRE under this Agreement are true and correct as of the Closing and as of the Effective DateTime of the Merger, the same as though originally given to Shiprock CRE or Shiprock Sub Seaglass on said datedate and that USRE has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by USRE on or prior to the Effective Time of the Merger; (2ii) a certificate from the state of DuskaUSRE’s incorporation dated within five business days of the Closing to the effect that Duska it is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4iii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5iv) any and all requisite and necessary documents to effect the transfer of the Claims to CRE by way of its ownership of Seaglass, to be filed and recorded with the appropriate federal and state agencies to memorialize the transfer; (v) an executed copy of the Certificate of Merger related to the Merger contemplated by this Agreement for filing in Nevada and Delaware; and ; (vi) certified copies of resolutions adopted by USRE’s Board of Directors approving the stockholders Merger Agreement and directors of Duska authorizing other Transaction Documents related to the Merger; (6vii) All requisite and necessary documents evidencing the ownership of the Claims; and (viii) all other items, the delivery of which is a condition precedent to the obligations of Shiprock CRE and Shiprock SubSeaglass, as set forth herein, including the asset transfer and assumption agreements contemplated by in Section 7(f); and (7) the legal opinion required by Section 9(e) hereof9 above. (b) Shiprock CRE and Shiprock Sub Seaglass will deliver or cause to be delivered to Duska:USRE; (1i) stock certificates representing those securities of Shiprock CRE to be issued to USRE Stockholders as a part of the Merger as described in Section 2 2(c) hereof; (2ii) a certificate of the President Presidents of Shiprock CRE and Shiprock SubSeaglass, respectively, to the effect that all representations and warranties of Shiprock CRE and Shiprock Sub Seaglass made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska on said date; and that each of CRE and Seaglass has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger; (3iii) certified copies of resolutions adopted by ShiprockCRE’s and Shiprock Sub’s Board Seaglass’ Boards of Directors and Shiprock Sub’s Seaglass’ sole stockholder approving the Merger Agreement and authorizing the Merger and all related matters; (4iv) certificates from the jurisdiction jurisdictions of incorporation of Shiprock CRE and Shiprock Sub Seaglass dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5v) opinion an executed copy of Shiprock’s counsel as described the Certificate of Merger for filing in Section 8(l) aboveNevada and Delaware; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and (11vii) all other items, the delivery of which is a condition precedent to the obligations of Duska, USRE as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska The Company will deliver, or will cause to be delivered, to Shiprock Parent the following: (1) a certificate executed by the Chief Executive Officer or President of Duska the Company to the effect that all representations and warranties made by Duska the Company under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock Parent or Shiprock Merger Sub on said date; (2) a certificate from the state State of Duska’s incorporation Delaware dated within five business days of the Closing to the effect that Duska the Company is in good standing under the laws of said stateDelaware; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (54) executed copy of the Certificate of Merger for filing in Delaware; and ; (5) certified copies of resolutions adopted by the stockholders and directors of Duska the Company authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock Parent and Shiprock Merger Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and and (7) the legal opinion required by Section 9(e9(c) hereof. (b) Shiprock Parent and Shiprock Merger Sub will deliver or cause to be delivered to Duskathe Company: (1) stock certificates representing those securities of Shiprock Parent to be be (2) issued as a part of the Merger as described in Section 2 hereof; (23) a certificate of the President of Shiprock Parent and Shiprock Merger Sub, respectively, to the effect that all representations and warranties of Shiprock Parent and Shiprock Merger Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska the Company on said date; (34) certified copies of resolutions adopted by Shiprock’s the stockholders and Shiprock Sub’s Board the board of Directors directors of Merger Sub and Shiprock Sub’s stockholder the board of directors of Parent authorizing the Merger and all related matters; (45) certificates from the jurisdiction of incorporation of Shiprock Parent and Shiprock Merger Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (56) executed copy of the Certificate of Merger for filing in Delaware; (7) opinion of ShiprockParent’s counsel as described in Section 8(l8(k) above; (6) 8) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (79) written resignation of all of the officers and directors of Shiprock Parent and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ Merger Sub and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy the written appointment of the filed Amended Company’s nominees as directors and Restated Articles officers of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇Parent; and (1110) all other items, the delivery of which is a condition precedent to the obligations of Duskathe Company, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska Target will deliver, or will cause to be delivered, to Shiprock Ardmore the following: (1) a certificate executed by the Chief Executive Officer a director or President officer of Duska Target to the effect that all representations and warranties made by Duska under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock conditions set forth in Section 5 have been satisfied or Shiprock Sub on said datewaived; (2) a certificate from the state jurisdiction of DuskaTarget’s incorporation dated within five ten business days of the Closing to the effect that Duska Target is in good standing under the laws of said statejurisdiction; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (54) executed copy of the Certificate of Merger for filing in Delaware; Delaware and the Articles of Merger for filing with the Registry; (5) certified copies of resolutions resolutions, in form and substance satisfactory to the Target, adopted by the stockholders shareholders and directors of Duska Target authorizing this Agreement, the Mergertransactions contemplated hereby, the expansion of Ardmore’s board of directors so that it consists of six persons and the election to such board of the persons designated by the Target; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock Ardmore and Shiprock Merger Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and and (7) the legal opinion required by Section 9(e10(c) hereof. (b) Shiprock Ardmore and Shiprock Merger Sub will deliver or cause to be delivered to DuskaTarget: (1) stock certificates representing those securities of Shiprock Ardmore to be issued as a part of the Merger as described in Section 2 3 hereof; (2) a certificate of the President of Shiprock each Ardmore and Shiprock Merger Sub, respectively, to the effect that all representations and warranties of Shiprock and Shiprock Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska on said dateconditions set forth in Section 9 have been satisfied or waived; (3) certified copies of resolutions adopted by ShiprockArdmore’s and Shiprock Merger Sub’s Board of Directors and Shiprock Merger Sub’s stockholder authorizing the Merger and all related matters; (4) certificates from the jurisdiction of incorporation of Shiprock Ardmore and Shiprock Sub as dated within five ten business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) executed copies of the Articles of Merger and the Certificate of Merger for filing in Delaware and the Registry. (6) opinion of ShiprockArdmore’s counsel as described in Section 8(l9(k) above; (67) the Indemnification Agreement and such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of Agreement the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Indemnification Agreement, signed the Transaction Documents and as may be reasonably requested by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇Target; and (11) 8) all other items, the delivery of which is a condition precedent to the obligations of DuskaTarget, as Merger Sub set forth in Section 8 9 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, Closing the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) Duska A. Stockholders will deliver, or will cause to be delivered, to Shiprock Acquiror the following: (1) a Stock certificates for all of the issued and outstanding stock of Acquiree being tendered and duly endorsed; (2) All corporate records of Acquiree, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Closing), stock ledgers, stock transfer books, corporate seals, and other such corporate books and records as may reasonably be requested for review by Acquiror and its counsel; (3) The opinion of counsel for Acquiree as set forth herein; (4) A certificate executed by the Chief Executive Officer or President of Duska Principal Stockholders to the effect that all representations and warranties made by Duska under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock or Shiprock Sub on said date; (2) a certificate from the state of Duska’s incorporation dated within five business days of the Closing to the effect that Duska is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock and Shiprock Sub will deliver or cause to be delivered to Duska: (1) stock certificates representing those securities of Shiprock to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President of Shiprock and Shiprock Sub, respectively, to the effect that all representations and warranties of Shiprock and Shiprock Sub made Acquiree under this Agreement are true and correct as of the Closing, the same as though originally given to Duska Acquiror on said date; (35) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder authorizing the Merger and all related matters; (4) certificates A certificate from the jurisdiction Secretary of State of its incorporation of Shiprock and Shiprock Sub dated within five business 45 days of the Closing Date to the effect that each of said corporations Acquiree is in good standing under the laws of said state; (6) An investment letter from the Stockholders representing that they are acquiring shares of Acquiror for investment purposes only and not with a view to further distribution; (7) Such other instruments, documents, and certificates, if any, as are required to be delivered pursuant to the provision of this Agreement or which may be reasonably requested in furtherance of the provisions of this Agreement. B. Acquiror will deliver or cause to be delivered to the Stockholders and Acquiree: (1) Stock certificates for common stock to be issued as part of the exchange as listed on Exhibit "A"; (2) A certificate of the president and secretary of Acquiror to the effect that all representations and warranties of Acquiror made under this Agreement are reaffirmed on the Closing Date, the same as though originally given to Stockholders on said date; (3) The opinion of Acquiror's counsel set forth herein; (4) Certified copies of resolutions by Acquiror's Board of Directors and Stockholders authorizing this transaction; (5) opinion A certificate from the Secretary of Shiprock’s counsel as described State of Acquiror's state of incorporation dated within 45 days of the Closing Date that Acquiror is in Section 8(l) abovegood standing under the laws of said state; (6) such Such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and (11) all other items, the delivery of which is a condition precedent to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall -------------------- be delivered: (a) Duska WW will deliver, or will cause to be delivered, to Shiprock V-CO the following: (1) a certificate executed by the Chief Executive Officer or President of Duska WW to the effect that all representations and warranties made by Duska WW under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock V-CO or Shiprock Sub V-ACQ-SUB on said date; (2) a certificate from the state of Duska’s WW's incorporation dated within five business days of the Closing to the effect that Duska WW is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (54) executed copy of the Certificate Articles of Merger for filing in Delaware; and California; (5) certified copies of resolutions adopted by the stockholders and directors of Duska WW authorizing the Merger; and (6) Opinion of WW's counsel as described in Section 9(i) above; (67) all other items, the delivery of which is a condition precedent to the obligations of Shiprock V-CO and Shiprock SubV-ACQ-SUB, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock V-CO and Shiprock Sub V-ACQ-SUB will deliver or cause to be delivered to DuskaWW: (1) stock certificates representing those securities of Shiprock V-CO to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President of Shiprock V-CO and Shiprock SubV-ACQ-SUB, respectively, to the effect that all representations and warranties of Shiprock V-CO and Shiprock Sub V-ACQ-SUB made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska WW on said date; (3) certified copies of resolutions adopted by Shiprock’s V-CO's and Shiprock Sub’s V-ACQ-SUB's Board of Directors and Shiprock Sub’s V-ACQ-SUB's stockholder authorizing the Merger and all related matters; (4) certificates from the jurisdiction of incorporation of Shiprock V-CO and Shiprock Sub V-ACQ-SUB dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) executed copy of the Articles of Merger for filing in California; (6) opinion of Shiprock’s V-CO's counsel as described in Section 8(l) above; (67) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) 8) written resignation of all of the officers and directors of Shiprock V-CO and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.V-ACQ-SUB; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and (11) all other items, the delivery of which is a condition precedent to the obligations of DuskaWW, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska Circle will deliver, or will cause to be delivered, to Shiprock Vanguard the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska Circle to the effect that all representations and warranties made by Duska Circle under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub Vanguard on said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of Circle dated within five business days of at or about the Closing to the effect that Duska Circle is in good standing under the laws of said statejurisdiction; (3iii) Investment Letters in the form attached hereto as Exhibit “D” "C" executed by each of the Duska stockholders referred to in Section 9(c)Circle Stockholder; (4iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5v) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders shareholders and directors of Duska Circle authorizing the Merger;this transaction; and (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, Vanguard as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and . (7vii) the legal opinion required by Section 9(e12(d) hereof. (b) Shiprock and Shiprock Sub Vanguard will deliver or cause to be delivered to DuskaCircle: (1i) stock certificates representing those securities of Shiprock the Vanguard Shares to be issued as a part of the Merger stock exchange as described in Section 2 hereofherein; (2ii) a certificate of the President of Shiprock and Shiprock Sub, respectivelyVanguard, to the effect that all representations and warranties of Shiprock and Shiprock Sub Vanguard made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska Circle on said date; (3iii) certified copies of resolutions adopted by Shiprock’s Vanguard's board of directors and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder Vanguard's Stockholders authorizing the Merger Acquisition and all related mattersmatters described herein; (4iv) certificates certificate from the jurisdiction of incorporation of Shiprock and Shiprock Sub Vanguard dated within five business days of at or about the Closing Date that each of said corporations Vanguard is in good standing under the laws of said state; (5v) opinion of Shiprock’s Vanguard's counsel as described in Section 8(l11(l) above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vii) written resignation of all the existing officer and director of the officers and directors of Shiprock and Shiprock SubVanguard; (8) Escrow Agreement, signed by ▇▇▇▇▇ viii) all corporate and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy financial records of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇Vanguard; and (11ix) all other items, the delivery of which is a condition precedent to the obligations of DuskaCircle, as set forth in Section 8 12 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska ▇▇▇▇▇▇ will deliver, or will cause to be delivered, to Shiprock VIGS the following: (1) a certificate executed by the Chief Executive Officer or President of Duska ▇▇▇▇▇▇ to the effect that all representations and warranties made by Duska ▇▇▇▇▇▇ under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock VIGS or Shiprock VGS Sub on said date; (2) a certificate from the state of Duska’s ▇▇▇▇▇▇'▇ incorporation dated within five business days of the Closing to the effect that Duska ▇▇▇▇▇▇ is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (54) executed copy of the Certificate of Merger for filing in Delaware; and ; (5) certified copies of resolutions adopted by the stockholders and directors of Duska ▇▇▇▇▇▇ authorizing the Merger;; and (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock VIGS and Shiprock VGS Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof.and (b) Shiprock VIGS and Shiprock VGS Sub will deliver or cause to be delivered to Duska▇▇▇▇▇▇: (1) stock certificates representing those securities of Shiprock VIGS to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President of Shiprock VIGS and Shiprock VGS Sub, respectively, to the effect that all representations and warranties of Shiprock VIGS and Shiprock VGS Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska ▇▇▇▇▇▇ on said date; (3) certified copies of resolutions adopted by Shiprock’s VIGS's and Shiprock VGS Sub’s 's Board of Directors and Shiprock VGS Sub’s 's stockholder authorizing the Merger and VIGS Amended Articles and all related matters; (4) a certificate from the Nevada Secretary of State dated within five business days of the Closing Date that the VIGS Amended Articles have been accepted for filing; (5) certificates from the jurisdiction of incorporation of Shiprock VIGS and Shiprock VGS Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock VIGS and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ VGS Sub as of the Closing and written appointment of the ▇▇▇▇▇▇ ▇. ▇▇▇▇ nominees as directors and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇officers; and (11) 8) all other items, the delivery of which is a condition precedent to the obligations of Duska▇▇▇▇▇▇, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska RMI will deliver, or will cause to be delivered, to Shiprock ACMC the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska RMI to the effect that all representations and warranties made by Duska RMI under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub ACMC on said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of RMI dated within five business days of at or about the Closing to the effect that Duska RMI is in good standing under the laws of said jurisdiction; (iii) certified copies of resolutions adopted by RMI's board of directors and RMI's Stockholders authorizing the Acquisition and all related matters described herein; (iv) Investment Letters in the form attached hereto as Exhibit "C" executed by each RMI Stockholder; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; and (vi) all other items, the delivery of which is a condition precedent to the obligations of ACMC as set forth herein. (b) ACMC will deliver or cause to be delivered to RMI: (i) stock certificates representing the ACMC Shares to be issued as a part of the stock exchange as described herein; (ii) a certificate of the President and Secretary of ACMC, to the effect that all representations and warranties of ACMC made under this Agreement are true and correct as of the Closing, the same as though originally given to RMI on said date; (iii) certified copies of resolutions adopted by ACMC's board of directors and ACMC's Stockholders authorizing the Acquisition and all related matters described herein; (iv) certificate from the jurisdiction of incorporation of ACMC dated at or about the Closing Date that ACMC is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5vi) executed copy resignation of the Certificate existing officer and director of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the MergerACMC; (6vii) all corporate and financial records of ACMC; and (viii) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock SubRMI, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock and Shiprock Sub will deliver or cause to be delivered to Duska: (1) stock certificates representing those securities of Shiprock to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President of Shiprock and Shiprock Sub, respectively, to the effect that all representations and warranties of Shiprock and Shiprock Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska on said date; (3) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder authorizing the Merger and all related matters; (4) certificates from the jurisdiction of incorporation of Shiprock and Shiprock Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and (11) all other items, the delivery of which is a condition precedent to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska ITV will deliver, or will cause to be delivered, to Shiprock Radium the following: (1) a certificate executed by the Chief Executive Officer or President of Duska ITV to the effect that all representations and warranties made by Duska ITV under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock Radium or Shiprock Radium Sub on said date; (2) a certificate from the state of DuskaITV’s incorporation dated within five business days of the Closing to the effect that Duska ITV is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “DB” executed by each of the Duska stockholders referred to in Section 9(c)ITV Common Stockholder; (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate Articles of Merger for filing in Delaware; and Nevada; (6) certified copies of resolutions adopted by the stockholders and directors of Duska ITV authorizing the Merger; (67) all other items, the delivery of which is a condition precedent to the obligations of Shiprock Radium and Shiprock Radium Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and and (7) 8) the legal opinion required by Section 9(e) hereof. (b) Shiprock Radium and Shiprock Radium Sub will deliver or cause to be delivered to DuskaITV: (1) stock certificates representing those securities of Shiprock Radium to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President of Shiprock Radium and Shiprock Radium Sub, respectively, to the effect that all representations and warranties of Shiprock Radium and Shiprock Radium Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska ITV on said date; (3) certified copies of resolutions adopted by ShiprockRadium’s and Shiprock Radium Sub’s Board of Directors and Shiprock Radium Sub’s stockholder authorizing the Merger and all related matters; (4) certificates from the jurisdiction of incorporation of Shiprock Radium and Shiprock Radium Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) executed copy of the Articles of Merger for filing in Nevada; (6) opinion of ShiprockRadium’s counsel as described in Section 8(l) above; (67) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) 8) written resignation of all of the officers and directors of Shiprock Radium and Shiprock Radium Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy Stock Cancellation Agreement, signed by each of the filed Amended and Restated Articles of IncorporationFounders; (10) Indemnification Waiver letter signed by ▇▇▇▇▇the Founders; and (11) all other items, the delivery of which is a condition precedent to the obligations of DuskaITV, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) Duska SONOMA will deliver, or will cause to be delivered, to Shiprock VMTI the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska SONOMA to the effect that all representations and warranties made by Duska SONOMA under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub VMTI on said date; (2ii) a certificate from the state State of Duska’s incorporation Illinois dated within five business days of at or about the Closing to the effect that Duska SONOMA is in good standing under the laws of said stateState; (3iii) Investment Letters enters or investment representations in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c)SONOMA Shareholder; (4iv) Stock certificates representing those shares of SONOMA Shares to be exchanged for VMTI; (v) an undertaking to certain members of the restructuring group of a "put" option for a total of 100,000 shares of Common Stock of VMTI, at price of .50 cents per share (subject to anti-dilution) to the post-merger entity one year after the Closing. (vi) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and , including but not limited to certified copies of resolutions adopted by the stockholders of SONOMA's Board of Directors authorizing this transaction and directors an opinion of Duska authorizing the Mergercounsel of SONOMA as described herein; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock and Shiprock Sub VMTI will deliver or cause to be delivered to DuskaSONOMA and the SONOMA Shareholders: (1i) stock certificates representing those securities shares of Shiprock VMTI Shares to be issued as a part of the Merger Exchange as described in Section 2 1 hereof; (2ii) a certificate of from VMTI executed by the President or Secretary of Shiprock and Shiprock Sub, respectivelyVMTI, to the effect that all representations and warranties of Shiprock and Shiprock Sub VMTI made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska SONOMA on said date; (3iii) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s VMTI's Board of Directors and Shiprock Sub’s stockholder authorizing the Merger and all related mattersthis transaction; (4iv) certificates from the jurisdiction Illinois Secretary of incorporation of Shiprock and Shiprock Sub State dated within five business days of at or about the Closing Date that each of said corporations VMTI is in good standing under the laws of said stateState; (5v) opinion option of Shiprock’s VMTI's counsel as described in Section 8(l4.1 (h) above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vii) written resignation resignations of all of the existing officers and directors of Shiprock and Shiprock SubVMTI, as set forth in the Agreement; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and (11viii) all other items, the delivery of which is a condition precedent to the obligations of DuskaVMTI, as set forth in Section 8 4 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska ▇▇▇▇▇▇ will deliver, or will cause to be delivered, to Shiprock HAUSA the following: (1) a certificate executed by the Chief Executive Officer or President of Duska ▇▇▇▇▇▇ to the effect that all representations and warranties made by Duska ▇▇▇▇▇▇ under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock HAUSA or Shiprock HAUSA Sub on said date; (2) a certificate from the state of Duska’s ▇▇▇▇▇▇’▇ incorporation dated within five business days of the Closing to the effect that Duska ▇▇▇▇▇▇ is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “DC” executed by each of the Duska stockholders referred to in Section 9(c)▇▇▇▇▇▇ Common Stockholder; (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and ; (6) executed copy of the Articles of Merger for filing in Nevada; (7) certified copies of resolutions adopted by the stockholders and directors of Duska ▇▇▇▇▇▇ authorizing the Merger; (6) 8) all other items, the delivery of which is a condition precedent to the obligations of Shiprock HAUSA and Shiprock HAUSA Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and and (79) the legal opinion required by Section 9(e) hereof. (b) Shiprock HAUSA and Shiprock HAUSA Sub will deliver or cause to be delivered to Duska▇▇▇▇▇▇: (1) stock certificates representing those securities of Shiprock HAUSA to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President of Shiprock HAUSA and Shiprock HAUSA Sub, respectively, to the effect that all representations and warranties of Shiprock HAUSA and Shiprock HAUSA Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska ▇▇▇▇▇▇ on said date; (3) certified copies of resolutions adopted by ShiprockHAUSA’s and Shiprock HAUSA Sub’s Board of Directors and Shiprock HAUSA Sub’s stockholder authorizing the Merger and all related matters; (4) certificates from the jurisdiction of incorporation of Shiprock HAUSA and Shiprock HAUSA Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) executed copy of the Articles of Merger for filing in Nevada; (6) opinion of ShiprockHAUSA’s counsel as described in Section 8(l) above; (67) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) 8) written resignation of all of the officers and directors of Shiprock HAUSA and Shiprock HAUSA Sub; (8) 9) Escrow Agreement, signed by ▇▇▇▇▇ the Founders and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇HAUSA; and (1110) all other items, the delivery of which is a condition precedent to the obligations of DuskaArbios, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska IMC will deliver, or will cause to be delivered, to Shiprock HHI the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska IMC to the effect that to the best of their knowledge and belief all representations and warranties made by Duska regarding IMC under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub HHI on said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of IMC dated within five business days of at or about the Closing to the effect that Duska IMC is in good standing under the laws of said statejurisdiction; (3iii) Investment Letters corporate resolutions of IMC’s Board of Directors authorizing the transactions described in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c)this Agreement; (4iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6v) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock SubHHI, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof.; (b) Shiprock and Shiprock Sub The IMC Stockholders will deliver or cause to be delivered to DuskaHHI: (1i) The certificates representing their respective IMC Shares as set forth on Exhibit “A” hereto; (ii) Investment Letters in the form attached hereto as Exhibit “B” executed by each of the IMC Stockholders; (c) HHI will deliver or cause to be delivered to the IMC Stockholders: (i) stock certificates representing those securities of Shiprock HHI to be issued as a part of the Merger exchange as described in Section Sections 2 and 6 hereof; (2ii) a certificate of the President and Secretary of Shiprock and Shiprock Sub, respectivelyHHI, to the effect that that, to the best of their knowledge and belief, all representations and warranties of Shiprock and Shiprock Sub HHI made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska the IMC Stockholders on said date; (3iii) certified copies of resolutions adopted by Shiprock’s and Shiprock SubHHI’s Board of Directors and Shiprock Sub’s stockholder authorizing the Merger transactions described herein and all related mattersmatters and such consents of HHI’s stockholders as are required to consummate the transactions described herein; (4iv) certificates from the jurisdiction of incorporation of Shiprock and Shiprock Sub HHI dated within five business days of at or about the Closing Date that each of said corporations corporation is in good standing under the laws of said statejurisdiction; (5v) opinion of ShiprockHHI’s counsel as described in Section 8(l11.(j) above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vii) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇HHI; and (11viii) all other items, the delivery of which is a condition precedent to the obligations of Duskathe IMC Stockholders, as set forth in Section 8 11 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska will deliverAt Closing, Seller shall deliver or will cause to be delivered, delivered to Shiprock Purchaser the following: (1) a certificate duly executed by and acknowledged Bargain and Sale Deed with covenant against ▇▇▇▇▇▇▇’s acts in the Chief Executive Officer or President of Duska to the effect that all representations and warranties made by Duska under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock or Shiprock Sub on said dateproper form for recordation; (2) a certificate from duly executed Lease in substantially the state of Duska’s incorporation dated within five business days of the Closing to the effect that Duska is in good standing under the laws of said state;same form as attached as (3) Investment Letters duly executed and acknowledged Memorandum of Lease (“Memorandum of Lease”) in the proper form attached hereto as Exhibit “D” for recordation, along with a Discharge of Memorandum of Lease, in recordable form and fully executed by each the Seller, to be held in escrow by Purchaser’s attorney pending expiration or early termination of the Duska stockholders referred to Lease in Section 9(c);accordance with it terms. (4) such duly executed and acknowledged standard affidavit of title and other instruments, documents and certificates, if any, as are certificates required to be delivered pursuant to the provisions of this Agreementunder Article 9(a)(2); (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the MergerFIRPTA affidavit required under Article 9(a)(3) with respect to Seller not being a foreign person; (6) possession of the Property, free and clear of all other items, the delivery rights of which is a condition precedent others but subject to the obligations rights and interests of Shiprock Seller pursuant to the Lease; (7) such other and Shiprock Subfurther documents as may be reasonably required by the terms of this Agreement or may be reasonably necessary or incidental to consummating the transaction contemplated hereby; (8) payment of Seller’s share of all closing costs, other adjustments and credits as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f)in Article 11 below; and and (79) the legal opinion required by Section 9(e) hereofHUD-1. (b) Shiprock and Shiprock Sub will At Closing, Purchaser shall deliver or cause to be delivered to DuskaSeller the following: (1) stock certificates representing those securities of Shiprock to be issued as a part of the Merger as described in Section 2 hereofduly executed ▇▇▇▇▇; (2) a certificate duly executed and acknowledged Memorandum of the President of Shiprock and Shiprock Sub, respectively, to the effect that all representations and warranties of Shiprock and Shiprock Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska on said dateLease; (3) certified copies payment of resolutions adopted by Shiprockthe Purchase Price and Purchaser’s share of all Closing Costs, other adjustments and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder authorizing the Merger and all related matters;credits as set forth in Article 11 below; and (4) certificates from the jurisdiction of incorporation of Shiprock and Shiprock Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and (11) all other items, the delivery of which is a condition precedent to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f)HUD-1.

Documents at Closing. At the Closing, the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) Duska SKYSITE will deliver, or will cause to be delivered, to Shiprock VISCORP the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska SKYSITE to the effect that all representations and warranties made by Duska SKYSITE under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub VISCORP on said date; (2ii) a certificate from the state State of Duska’s incorporation Delaware dated within five business days of at or about the Closing to the effect that Duska SKYSITE is in good standing under the laws of said stateState; (3iii) Investment Letters or investment representations in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c)SKYSITE Shareholder; (4iv) General Releases of all its Shareholders; (v) Stock certificates representing those shares of SKYSITE Shares to be exchanged for VISCORP Shares will be delivered; and (vi) Stock option agreement to certain SKYSITE Shareholders listed on Exhibit A for a maximum of 500,000 shares of VISCORP Common Stock at 40CENTS per share for a 3 year period from the Closing Date. (vii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and , including but not limited to certified copies of resolutions adopted by the stockholders of SKYSITE'S Board of Directors authorizing this transaction and directors an opinion of Duska authorizing the Mergercounsel of SKYSITE as described herein including but not limited to such items set forth in Section 4 hereof; (6viii) all other itemsresignation of its officers and directors, the delivery of which is a condition precedent to the obligations of Shiprock except for ▇▇▇▇▇▇ and Shiprock Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof.▇▇▇▇▇▇; (b) Shiprock and Shiprock Sub VISCORP will deliver or cause to be delivered to DuskaSKYSITE and the SKYSITE Shareholders: (1i) stock certificates representing those securities shares of Shiprock VISCORP Shares to be issued as a part of the Merger Exchange as described in Section 2 1 hereof; (2ii) a certificate of from VISCORP executed by the President or Secretary of Shiprock and Shiprock Sub, respectivelyVISCORP, to the effect that all representations and warranties of Shiprock and Shiprock Sub VISCORP made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska SKYSITE on said date; (3iii) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s VISCORP's Board of Directors and Shiprock Sub’s stockholder authorizing the Merger and all related mattersthis transaction; (4iv) certificates from the jurisdiction Nevada Secretary of incorporation of Shiprock and Shiprock Sub State dated within five business days of at or about the Closing Date that each of said corporations VISCORP is in good standing under the laws of said stateState; (5v) opinion of Shiprock’s VISCORP'S counsel as described in Section 8(l4.1 (h) above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and (11vii) all other items, the delivery of which is a condition precedent to the obligations of DuskaVISCORP, as set forth in Section 8 4 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) Duska PRINT DATA will deliver, or will cause to be delivered, to Shiprock CCC the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska PRINT DATA to the effect that all representations and warranties made by Duska PRINT DATA under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub CCC on said date; (2ii) a certificate from the state State of Duska’s incorporation Delaware dated within five business days of at or about the Closing to the effect that Duska PRINT DATA is in good standing under the laws of said stateState; (3iii) Investment Letters in the form attached hereto PRINT DATA and its Shareholders shall deliver an opinion of its legal counsel, limited as Exhibit “D” executed by each to any portion of the Duska stockholders referred opinion as to an aspect of the agreement governed by the application of Delaware law, to CCC to the effect that: (a) PRINT DATA is a corporation validly existing and in Section 9(c)good standing under the laws of the State of Delaware and is duly qualified to do business in any jurisdiction where so required except where the failure to so qualify would have no material adverse impact on the company; (4b) such other instrumentsPRINT DATA has the corporate power to carry on its business as now being conducted; and (c) This Agreement has been duly authorized, documents executed and certificates, if any, as are required delivered by PRINT DATA. (v) Certificates representing those shares of PRINT DATA to be delivered pursuant exchanged for CCC Shares will be delivered, along with duly executed powers transferring such certificates to the provisions of this Agreement;CCC. (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock SubCCC, as set forth herein, including the asset transfer and assumption agreements contemplated by in Section 7(f); and (7) the legal opinion required by Section 9(e) hereof4. (b) Shiprock and Shiprock Sub CCC will deliver or cause to be delivered to DuskaPRINT DATA and the PRINT DATA Shareholders: (1) stock certificates representing those securities of Shiprock to be issued as a part of the Merger as described in Section 2 hereof; (2i) a certificate of from CCC executed by the President or Secretary of Shiprock and Shiprock Sub, respectivelyCCC, to the effect that all representations and warranties of Shiprock and Shiprock Sub CCC made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska PRINT DATA on said date; (3ii) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s CCC Board of Directors authorizing this transaction; and Shiprock Sub’s stockholder authorizing the Merger and all related mattersan opinion of CCC counsel as described in Section 4 above; (4iii) certificates from the jurisdiction Delaware Secretary of incorporation of Shiprock and Shiprock Sub State dated within five business days of at or about the Closing Date that each of said corporations CCC is in good standing under the laws of said stateState; (iv) an opinion of counsel, limited as to any portion of the opinion that applies to an aspect governed by the application of Delaware law, dated as of the Closing to the effect that: (1) CCC is a corporation validly existing and in good standing under the laws of the State of Delaware; (2) This Agreement has been duly authorized executed and delivered by CCC and is a valid and binding obligation of CCC enforceable in accordance with its terms; (3) CCC, through its Board of Directors and its shareholders, has taken all corporate action necessary for performance under this Agreement; (4) The documents executed and delivered to PRINT DATA and the PRINT DATA Shareholders hereunder are valid and binding in accordance with their terms; (5) opinion The shares of Shiprock’s counsel as described in CCC Shares to be issued pursuant to Section 8(l) above;1.1 hereof, when issued, will be duly and validly issued, fully paid and non-assessable; and (6) such other instruments CCC has the corporate power to execute the Agreement, deliver the Shares and documents as are required to be delivered pursuant to the provisions of perform under this Agreement. (vi) resignation of all officers and all but one of the directors; (7vii) written resignation consent of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement▇▇▇▇▇▇ ▇▇▇▇, signed by sole remaining director, designating ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy to fill the vacancies created by the resignation of the filed Amended former directors of CCC, and Restated Articles simultaineous resignation of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and▇ as a director. (11viii) all other items, the delivery of which is a condition precedent to the obligations of DuskaPRINT DATA, as set forth in Section 8 4 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska AIDH will deliver, or will cause to be delivered, to Shiprock MIS the following: (1) a certificate executed by the Chief Executive Officer or President of Duska AIDH to the effect that all representations and warranties made by Duska under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock conditions set forth in Section 5 have been satisfied or Shiprock Sub on said datewaived; (2) a certificate from the state of DuskaAIDH’s incorporation dated within five ten business days of the Closing to the effect that Duska AIDH is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (54) executed copy of the Certificate Articles of Merger for filing in Delaware; and Nevada; (5) certified copies of resolutions adopted by the stockholders and directors of Duska AIDH authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock MIS and Shiprock SubAS, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and and (7) the legal opinion required by Section 9(e10(c) hereof. (b) Shiprock MIS and Shiprock Sub AS will deliver or cause to be delivered to DuskaAIDH: (1) stock certificates representing those securities of Shiprock MIS to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President of Shiprock each MIS and Shiprock Sub, respectivelyAS, to the effect that all representations and warranties of Shiprock and Shiprock Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska on said dateconditions set forth in Section 6 have been satisfied or waived; (3) certified copies of resolutions adopted by ShiprockMIS’s and Shiprock SubAS’s Board of Directors and Shiprock SubAS’s stockholder authorizing the Merger and all related matters; (4) certificates from the jurisdiction of incorporation of Shiprock MIS and Shiprock Sub AS dated within five ten business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) executed copy of the Certificate and the Articles of Merger for filing in Nevada; (6) opinion of ShiprockMIS’s counsel as described in Section 8(l9(k) above; (67) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement, the Transaction Documents and as may be reasonably requested by AIDH; (7) 8) written resignation of all of the officers and directors of Shiprock MIS and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.AS; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and (11) all other items, the delivery of which is a condition precedent to the obligations of DuskaAIDH, as set forth in Section 8 9 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska AMHN will deliver, or will cause to be delivered, to Shiprock Parent the following: (1i) a certificate executed by the Chief Executive Officer or President of Duska AMHN to the effect that all representations and warranties made by Duska AMHN under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock Parent or Shiprock Merger Sub on said date; (2ii) a certificate from the state State of Duska’s incorporation Delaware dated within five business days of the Closing to the effect that Duska AMHN is in good standing under the laws of said stateDelaware; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4iii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5iv) executed copy of the Certificate of Merger for filing in Delaware; and ; (v) certified copies of resolutions adopted by the stockholders and directors of Duska AMHN authorizing the Merger; (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock Parent and Shiprock Merger Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and and (7vii) the legal opinion required by Section 9(e9(d) hereof. (b) Shiprock Parent and Shiprock Merger Sub will deliver or cause to be delivered to DuskaAMHN: (1i) stock certificates representing those securities of Shiprock Parent to be issued as a part of the Merger as described in Section 2 hereof; (2ii) a certificate of the President of Shiprock Parent and Shiprock Merger Sub, respectively, to the effect that all representations and warranties of Shiprock Parent and Shiprock Merger Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska the Company on said date; (3iii) certified copies of resolutions adopted by Shiprock’s the stockholders and Shiprock Sub’s the Board of Directors of Merger Sub and Shiprock Sub’s stockholder the Board of Directors of Parent authorizing the Merger and all related matters; (4iv) certificates from the jurisdiction of incorporation of Shiprock Parent and Shiprock Merger Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5v) executed copy of the Certificate of Merger for filing in Delaware; (vi) opinion of ShiprockParent’s counsel as described in Section 8(l) above; (6vii) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7viii) written resignation of all of the officers and directors of Shiprock Parent and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ Merger Sub and ▇▇▇▇▇▇ ▇. ▇▇▇▇ the written appointment of AMHN’s nominees as directors and Associates, Ltd.; (9) Certified copy officers of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇Parent; and (11ix) all other items, the delivery of which is a condition precedent to the obligations of DuskaAMHN, as set forth in Section 8 9 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska VIB will deliver, or will cause to be delivered, to Shiprock Faraday the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska VIB to the effect that all representations and warranties made by Duska VIB under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock Faraday or Shiprock Sub Homenet on said date; (2ii) a certificate from the state of Duska’s VIB's incorporation dated within five business days of at or about the Closing to the effect that Duska VIB is in good standing under the laws of said state; (3iii) certified copies of resolutions adopted by VIB's Board of Directors and stockholders authorizing the Merger and all related matters; (iv) Investment Letters in the form attached hereto as Exhibit “D” "C" executed by each VIB Stockholder (including holders of the Duska stockholders referred to in Section 9(coutstanding options, warrants and other convertible securities); (4v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5vi) executed copy copies of the Plan, Articles and Certificate of Merger for filing in Delawarefiling; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger;and (6vii) all other items, the delivery of which is a condition precedent to the obligations of Shiprock Faraday and Shiprock SubHomenet, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock Faraday and Shiprock Sub Homenet will deliver or cause to be delivered to DuskaVIB: (1i) stock certificates representing those securities of Shiprock Faraday to be issued as a part of the Merger exchange as described in Section 2 hereof; (2ii) a certificate of the President President/Secretary of Shiprock Faraday and Shiprock SubHomenet, respectively, to the effect that all representations and warranties of Shiprock Faraday and Shiprock Sub Homenet made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska VIB on said date; (3iii) certified copies of resolutions adopted by Shiprock’s Faraday' and Shiprock Sub’s Homenet's Board of Directors and Shiprock Sub’s stockholder Homenet's stockholders authorizing the Merger and all related matters; (4iv) certificates from the jurisdiction of incorporation of Shiprock Faraday and Shiprock Sub Homenet dated within five business days of at or about the Closing Date that each of said corporations companies is in good standing under the laws of said state; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6v) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vi) written resignation of all the sole officer and director of the officers Faraday and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇Homenet; and (11vii) all other items, the delivery of which is a condition precedent to the obligations of DuskaVIB, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f)herein.

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska The Company will deliver, or will cause to be delivered, to Shiprock Parent the following: (1) a certificate executed by the Chief Executive Financial Officer or President of Duska the Company to the effect that all representations and warranties made by Duska the Company under this Agreement are true and correct as of the Closing and as of the Effective DateTime, the same as though originally given to Shiprock Parent or Shiprock Merger Sub on said date; (2) a certificate from the state of Duskathe Company’s incorporation organization dated within five business days of the Closing to the effect that Duska the Company is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (54) an executed copy of the LLC Certificate of Merger for filing in Delaware; and ; (5) certified copies of resolutions adopted by the stockholders members and directors Managers of Duska the Company authorizing the Merger; (6) written resignation of all of the officers and managers of Parent as described in Section 8(c) hereof; (7) all other items, the delivery of which is a condition precedent to the obligations of Shiprock Parent and Shiprock Merger Sub, as set forth herein; (8) documentation evidencing completion and effectiveness of the Company Debt Restructuring, including if and to the asset transfer extent required; and (9) a confirmation signed by each member of the Company confirming that such member (a) is an “accredited investor”, (b) will take the Company Common Stock and assumption agreements contemplated by Section 7(f); Company Series B Preferred Stock for investment and not resale, (c) understands that the resale of the Company Common Stock and Company Series B Preferred Stock is restricted, and (7d) is aware of such other matters and with such other confirmations as the Parent or its legal opinion required by Section 9(e) hereofcounsel may reasonably request in order for the Parent to confirm an exemption from registration under the Securities Act of the issuance of the Company Common Stock and Company Series B Preferred Stock to the members of the Company (each a “Member Certification”). (b) Shiprock Parent and Shiprock Merger Sub will deliver or cause to be delivered to Duskathe Company: (1) stock certificates representing those securities of Shiprock Parent to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President of Shiprock Parent and Shiprock Merger Sub, respectively, to the effect that all representations and warranties of Shiprock Parent and Shiprock Merger Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska the Company on said date; (3) certified copies of resolutions adopted by Shiprock’s and Shiprock SubParent’s Board of Directors and, the Manager of Merger Sub and Shiprock Sub’s stockholder its member, authorizing the Merger and all related matters; (4) certificates from the jurisdiction of incorporation of Shiprock Parent and Shiprock organization of Merger Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (76) written resignation of all documentation evidencing completion and effectiveness of the officers and directors of Shiprock and Shiprock SubParent Debt Restructuring; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (97) Certified copy documentation evidencing the receipt of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇all Parent Required Approvals; and (11) 8) all other items, the delivery of which is a condition precedent to the obligations of Duskathe Company, as set forth in Section 8 7 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: : (a) Duska will GFS shall deliver, or will shall cause to be delivered, to Shiprock Purchaser the following: : (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska GFS to the effect that all representations and warranties made by Duska GFS under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub Purchaser on said date; ; (2) a certificate from the state of Duska’s incorporation dated within five business days of the Closing to the effect that Duska is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4ii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; ; (5iii) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska GFS authorizing this transaction; (iv) GFS' audited financials for the Merger; years ended December 31, 2015 and 2014; - 19 - (6iv) all GFS Shares owned by the GFS Stockholders together with such assignments, stock powers, agreements, tax stamps and other documents required to transfer the ownership of such shares to the Purchaser; and (v) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, Purchaser as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. . (b) Shiprock and Shiprock Sub Purchaser will deliver or cause to be delivered to Duska: GFS: (1i) stock certificates representing those securities the shares of Shiprock to be issued as a part of the Merger as described in Section 2 hereof; Consideration Shares; (2ii) a certificate of the President of Shiprock and Shiprock Sub, respectivelyPurchaser, to the effect that all representations and warranties of Shiprock and Shiprock Sub Purchaser made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska GFS on said date; ; (3iii) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s Board Purchaser's board of Directors and Shiprock Sub’s stockholder directors authorizing the Merger transaction contemplated hereunder and all related matters; matters described herein; (4iv) certificates certificate from the jurisdiction of incorporation of Shiprock and Shiprock Sub Purchaser dated within five business days of at or about the Closing Date that each of said corporations Purchaser is in good standing under the laws of said state; ; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6v) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; ; and (7vi) written resignation of all resignations of the officers and directors of Shiprock Purchaser. ARTICLE X - TERMINATION This Agreement may be terminated at any time prior to the Closing: (a) by the mutual consent of Purchaser and Shiprock Sub; GFS; or (8) Escrow b) by either Purchaser or GFS if the other parties shall have substantially and materially breached their agreements hereunder; provided, however, that GFS may not terminate this Agreement for a breach by any GFS stockholder. Furthermore, this Agreement shall not be terminated (nor shall any other action be taken) for any breach hereunder, unless the Party seeking termination shall have provided to all other parties written notice describing the breach with sufficient specificity to permit cure thereof and the other parties shall have a reasonable opportunity (of not less than 30 days) to cure such breach. In the event of such cure, the cured breach shall be deemed a nullity and no action of any nature arising out of such nullified breach, against the breaching Party shall be permitted. In the event of any termination pursuant to this Article X (other than pursuant to clause (a) above), written notice setting forth the reasons therefor shall forthwith be given by the terminating Party to the other parties hereto. Such termination shall not prejudice any Party's right to seek remedies for another Party's breach of this Agreement. All provisions of this Agreement regarding confidentiality and non-disclosure shall survive the termination of this Agreement. ARTICLE XI - GENERAL 11.1 Expenses Each Party shall be responsible for and bear all of their own costs and expenses (including any broker's or finder's fees) incurred at any time in connection with pursuing or consummating the Transaction. - 20 - 11.2 Amendment Purchaser, signed GFS and GFS Stockholders who collectively hold at least 75% of stock held by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associatesthe GFS Stockholders may amend, Ltd.; (9) Certified copy modify or supplement this Agreement at any time, but only in writing duly executed on behalf of each of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and (11) all other items, the delivery of which is a condition precedent Parties to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).be bound thereby. 11.3

Documents at Closing. At the Closing, the following documents shall be -------------------- delivered: (a) Duska CAHR will deliver, or will cause to be delivered, to Shiprock VHI the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska CAHR to the effect that to the best of their knowledge and belief all representations and warranties made by Duska regarding CAHR under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub VHI on said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of CAHR dated within five business days of at or about the Closing to the effect that Duska CAHR is in good standing under the laws of said statejurisdiction; (3iii) Investment Letters corporate resolutions of CAHR's Board of Directors authorizing the transactions described in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c)this Agreement; (4iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6v) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock SubVHI, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof.; (b) Shiprock and Shiprock Sub The CAHR Stockholders will deliver or cause to be delivered to DuskaVHI: (1i) The certificates representing their respective CAHR Shares; (ii) Investment Letters in the form attached hereto as Exhibit "B" executed by each of the CAHR Stockholders; (c) VHI will deliver or cause to be delivered to the CAHR Stockholders: (i) stock certificates representing those securities of Shiprock VHI to be issued as a part of the Merger exchange as described in Section Sections 2 and 6 hereof; (2ii) a certificate of the President and Secretary of Shiprock and Shiprock Sub, respectivelyVHI, to the effect that that, to the best of their knowledge and belief, all representations and warranties of Shiprock and Shiprock Sub VHI made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska the CAHR Stockholders on said date; (3iii) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s VHI's Board of Directors and Shiprock Sub’s stockholder authorizing the Merger transactions described herein and all related mattersmatters and such consents of VHI's stockholders as are required to consummate the transactions described herein; (4) certificates from the jurisdiction of incorporation of Shiprock and Shiprock Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5iv) opinion of Shiprock’s VHI's counsel as described in Section 8(l11.(j) above; (6v) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vi) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇VHI?????[at execution]; and (11vii) all other items, the delivery of which is a condition precedent to the obligations of Duskathe CAHR Stockholders, as set forth in Section 8 11 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska The WSC Stockholders will deliver, or will cause to be delivered, to Shiprock Vicuna the following: (1i) a certificate executed by the Chief Executive Officer or President of Duska WSC to the effect that to the best of its knowledge and belief all representations and warranties made by Duska regarding WSC under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub Vicuna on said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of WSC dated within five business days of at or about the Closing to the effect that Duska WSC is in good standing under the laws of said statejurisdiction; (3iii) Investment Letters Letter in the form attached hereto as Exhibit “D” "B" executed by each of the Duska stockholders referred to in Section 9(c)WSC Stockholders; (4iv) corporate resolutions of WSC authorizing the transactions described in this Agreement; (v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock SubVicuna, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof.and (b) Shiprock and Shiprock Sub Vicuna will deliver or cause to be delivered to Duskathe WSC Stockholders: (1i) stock certificates representing those securities of Shiprock Vicuna to be issued as a part of the Merger exchange as described in Section Sections 2 and 6 hereof; (2ii) a certificate of the President and Secretary of Shiprock and Shiprock Sub, respectivelyVicuna, to the effect that all representations and warranties of Shiprock and Shiprock Sub Vicuna made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska the WSC Stockholders on said date; (3iii) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s Vicuna's Board of Directors and Shiprock Sub’s stockholder Vicuna's stockholders authorizing the Merger transactions described herein and all related matters; (4iv) certificates from the jurisdiction of incorporation of Shiprock and Shiprock Sub Vicuna dated within five business days of at or about the Closing Date that each of said corporations corporation is in good standing under the laws of said statejurisdiction; (5v) opinion of Shiprock’s Vicuna's counsel as described in Section 8(l11.(j) above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vii) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇Vicuna; and (11viii) all other items, the delivery of which is a condition precedent to the obligations of Duskathe WSC Stockholders, as set forth in Section 8 11 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska The Seller will deliver, or will cause to be delivered, to Shiprock Purchaser the following: (1i) a certificate executed by the Chief Executive Officer or President an officer of Duska Seller to the effect that to the best of his knowledge and belief all representations and warranties made by Duska regarding the Company under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub the Purchaser on said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of the Company dated within five business days of at or about the Closing to the effect that Duska enSurge is in good standing under the laws of said statejurisdiction; (3iii) Investment Letters in the form attached hereto as Exhibit “D” approved by Purchaser executed by each of the Duska stockholders referred to in Section 9(c)Seller; (4iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6v) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Subthe Purchaser, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof.and (b) Shiprock and Shiprock Sub The Purchaser will deliver or cause to be delivered to Duskathe Seller: (1i) stock certificates representing those securities of Shiprock the Purchaser to be issued as a part of the Merger exchange as described in Section Sections 2 and 6 hereof; (2ii) a certificate of the President President/Secretary of Shiprock and Shiprock Sub, respectivelythe Purchaser, to the effect that all representations and warranties of Shiprock and Shiprock Sub the Purchaser made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska the Seller on said date; (3iii) certified copies of resolutions adopted by Shiprock’s the Purchaser's board of directors and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder the Purchaser's stockholders authorizing the Merger transactions described herein and all related matters; (4iv) certificates from the jurisdiction of incorporation of Shiprock and Shiprock Sub the Purchaser dated within five business days of at or about the Closing Date that each of said corporations corporation is in good standing under the laws of said statejurisdiction; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6v) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vi) written resignation of all of the officers and directors of Shiprock the Purchaser; and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and (11) all other items, the delivery of which is a condition precedent to the obligations of Duskathe Seller, as set forth in Section 8 11 hereof. (vii) The Purchaser shall have funds in a minimum amount of $250,000 available to the Company for it's growth capital needs, including and shall agree to use it's best efforts to acquire additional capital in the asset transfer and assumption agreements contemplated by Section 7(f)amount of $750,000 to be used by, or on behalf of the Company.

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska ECI will deliver, or will cause to be delivered, to Shiprock BCCI the following: (1i) a A certificate executed by the Chief Executive Officer or President and Secretary of Duska ECI to the effect that all representations and warranties made by Duska ECI under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub BCCI on said date; (2ii) a A certificate from the state jurisdiction of Duska’s incorporation of ECI dated within five business days of at or about the Closing to the effect that Duska ECI is in good standing under the laws of said statejurisdiction; (3iii) Investment Letters in the form attached hereto as Exhibit “"C", and consents in the form attached hereto as Exhibit "D” ", executed by each consenting ECI Stockholder (the failure to deliver all such documents shall not delay the Closing, but delivery of the Duska stockholders referred BCCI Shares to in Section 9(cany consenting ECI Stockholder shall be against the delivery of such documents); (4iv) such Such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5v) executed copy of the Certificate of Merger for filing in Delaware; and certified copies Copies of resolutions adopted by the stockholders and board of directors of Duska ECI authorizing the Merger;these transactions; and (6vi) all All other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, BCCI as set forth herein, herein including the asset transfer and assumption agreements contemplated by funds set forth in Section 7(f); and (7) the legal opinion required by Section 9(e) 4 hereof... (b) Shiprock and Shiprock Sub BCCI will deliver or cause to be delivered to DuskaECI: (1i) stock certificates representing those securities of Shiprock the BCCI Shares to be issued as a part of the Merger stock exchange as described in Section 2 hereofherein; (2ii) a certificate of the President of Shiprock and Shiprock Sub, respectivelyBCCI, to the effect that all representations and warranties of Shiprock and Shiprock Sub BCCI made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska ECI on said date; (3iii) certified copies Copies of resolutions adopted by Shiprock’s BCCI's board of directors and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder BCCI's Stockholders authorizing the Merger Acquisition and all related mattersmatters described herein; (4iv) certificates certificate from the jurisdiction of incorporation of Shiprock and Shiprock Sub BCCI dated within five business days of at or about the Closing Date that each of said corporations BCCI is in good standing under the laws of said state; (5v) opinion Evidence of Shiprock’s counsel as described in Section 8(l) above;the redemption and cancellation of 4,260,690 shares from the Principal Stockholders of BCCI. (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vii) written resignation of all the existing officer and director of the officers and directors of Shiprock and Shiprock SubBCCI; (8) Escrow Agreement, signed by ▇▇▇▇▇ viii) all corporate and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy financial records of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇BCCI; and (11ix) all other items, the delivery of which is a condition precedent to the obligations of DuskaECI, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f)herein.

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska Bio-Path will deliver, or will cause to be delivered, to Shiprock O▇▇▇▇ Golf the following: (1i) a certificate executed by the Chief Executive Officer or President of Duska Bio-Path to the effect that all representations and warranties made by Duska Bio-Path under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock O▇▇▇▇ Golf or Shiprock Merger Sub on said date; (2ii) a certificate from the state State of Duska’s incorporation Utah dated within five business days of the Closing to the effect that Duska Bio-Path is in good standing under the laws of said stateUtah; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4iii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5iv) executed copy of the Certificate Articles of Merger for filing in Delaware; and Utah; (v) certified copies of resolutions adopted by the stockholders and directors of Duska Bio-Path authorizing the Merger; (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock O▇▇▇▇ Golf and Shiprock Merger Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof.and (b) Shiprock O▇▇▇▇ Golf and Shiprock Merger Sub will deliver or cause to be delivered to DuskaBio-Path: (1i) stock certificates representing those securities of Shiprock O▇▇▇▇ Golf to be issued as a part of the Merger as described in Section 2 hereof; (2ii) a certificate of the President of Shiprock O▇▇▇▇ Golf and Shiprock Merger Sub, respectively, to the effect that all representations and warranties of Shiprock O▇▇▇▇ Golf and Shiprock Merger Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska Bio-Path on said date; (3iii) certified copies of resolutions adopted by Shiprock’s the stockholders and Shiprock Sub’s the Board of Directors of Merger Sub and Shiprock Sub’s stockholder the Board of Directors of O▇▇▇▇ Golf authorizing the Merger and all related matters; (4iv) certificates from the jurisdiction of incorporation of Shiprock O▇▇▇▇ Golf and Shiprock Merger Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5v) opinion executed copy of Shiprock’s counsel as described the Articles of Merger for filing in Section 8(l) aboveUtah; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vii) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by ▇O▇▇▇▇ Golf and ▇▇Merger Sub and the written appointment of Bio-Path’s nominees as directors and officers of O▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇Golf; and (11viii) all other items, the delivery of which is a condition precedent to the obligations of DuskaBio-Path, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska MINRAD will deliver, or will cause to be delivered, to Shiprock TAC the following: (1) a certificate executed by the Chief Executive Officer or President & CEO of Duska MINRAD to the effect that all representations and warranties made by Duska MINRAD under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock TAC or Shiprock Sub AS on said date; (2) a certificate from the state of Duska’s MINRAD's incorporation dated within five business days of the Closing to the effect that Duska MINRAD is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (54) executed copy of the Certificate of Merger for filing in Delaware; and ; (5) certified copies of resolutions adopted by the stockholders and directors of Duska MINRAD authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock TAC and Shiprock SubAS, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock TAC and Shiprock Sub AS will deliver or cause to be delivered to DuskaMINRAD: (1) stock certificates representing those securities of Shiprock TAC to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President & CEO of Shiprock TAC and Shiprock SubAS, respectively, to the effect that all representations and warranties of Shiprock TAC and Shiprock Sub AS made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska MINRAD on said date; (3) certified copies of resolutions adopted by Shiprock’s TAC's and Shiprock Sub’s AS's Board of Directors and Shiprock Sub’s AS's stockholder authorizing the Merger and all related matters; (4) certificates from the jurisdiction of incorporation of Shiprock TAC and Shiprock Sub AS dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) executed copy of the Certificate of Merger for filing in Delaware; (6) opinion of Shiprock’s TAC's counsel as described in Section 8(l) above; (67) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) 8) written resignation of all of the officers and directors of Shiprock TAC and Shiprock SubAS; (8) 9) Escrow Agreement, signed by Cagan McAfee Capital Partners and TAC together with evidence that the ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporationow shares have been placed in escrow; (10) Indemnification Waiver letter signed copy of Articles of Exchange in the form in which they will be filed by ▇▇▇▇▇TAC with the Nevada Department of State immediately after the Closing; and (11) all other items, the delivery of which is a condition precedent to the obligations of DuskaMINRAD, as set forth in Section 8 hereof, including . (c) The Major Shareholders shall deliver the asset transfer and assumption agreements contemplated by voting agreement provided for in Section 7(f)9(m) relating to their agreement to vote in favor of the reincorporation of TAC in Delaware.

Documents at Closing. At the Closing, the following documents transactions shall be delivered-------------------- occur, all of such transactions being deemed to occur simultaneously: (a) Duska will deliver, or will cause to be delivered, to Shiprock The holders of Debentures that are convertible into Common Shares of the following: (1) a certificate executed by Acquiree requesting the Chief Executive Officer or President conversion of Duska to the effect that all representations Debentures into Acquiree shares and warranties made by Duska exchanging them under the terms of this Agreement are true and correct as of with the Closing and as of the Effective Date, the same as though originally given to Shiprock or Shiprock Sub on said date; (2) a certificate from the state of Duska’s incorporation dated within five business days of the Closing to the effect that Duska is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock and Shiprock Sub Acquiree will deliver or cause to be delivered to Duskathe Acquiror the following: (1) stock Debenture Certificates in an amount convertible into one (1) share for each dollar of face value of the Debenture Certificate. (b) Acquiree Stockholders will deliver or cause to be delivered to Acquiror the following: (1) Stock certificates representing those securities of Shiprock to be issued as a part of the Merger as described Acquiree shares being exchanged hereunder, duly endorsed in Section 2 hereof;blank. (2) a certificate A Certificate executed by the President and the Secretary of the President of Shiprock and Shiprock Sub, respectively, Acquiree to the effect affect that all representations and warranties of Shiprock made by the Acquiree and Shiprock Sub made the Acquiree Stockholders under this Agreement are true and correct as of the Closing, the same as though originally given to Duska the Acquiror on said that date;: (3) certified A Certificate from the Acquiree's jurisdiction of Incorporation dated at or about the date of the Closing to the affect that the Acquiree is in good standing under the Laws of said jurisdiction. (4) Duly executed Investment Letters from the Acquiree Stockholders holding Restricted Shares under Rule 144 of the Securities Act. (5) Four copies of the duly executed Plan and Articles of Share Exchange. (6) Such other instruments, documents and certificates, if any, as are reasonably required to be delivered pursuant to the provisions of this Agreement. Acquiror will deliver or cause to be delivered at the Closing or at subsequent Closing for the shareholders of the Acquiree and the Debenture holders the following: (1) Stock Certificates approximately 8,500,000 post-split Acquiror Shares of Common Stock issued in full consideration of the exchange of shares with the Acquiree Shareholders or Acquiree Debenture Holders as described herein. (2) A Certificate of the President of Acquiror to the affect that all representations and warranties of the Acquiror made under this Agreement are true, correct and reaffirmed on the Closing Date, the same as though originally given to the Acquiree and the Acquiree Stock Holders on that date. (3) Certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s the Acquiror's Board of Directors, including the resignation of the current Acquiror's Officers and Directors and Shiprock Sub’s stockholder resolutions of Stockholders authorizing the Merger and all related mattersthis transaction; (4) certificates from A Certificate of the jurisdiction Secretary of incorporation the State of Shiprock and Shiprock Sub Utah dated within five business days at or about the date of the Closing Date that each of said corporations the Acquiror is in good standing under the laws of said state;. (5) opinion Copies of Shiprock’s counsel all executed Articles of Amendment to the Acquiror's Articles of Incorporation providing for any Amendments described and/or described herein, with certified copies provided as described in Section 8(l) above;soon as the same are returned from the Secretary of State's office. (6) such All of the records of the Acquiror. (7) All documents evidencing release of debts (if any). (8) Such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation Agreement including the turning over of all control of corporate assets of the officers and directors of Shiprock and Shiprock Sub; Acquiror (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and (11) all other items, the delivery of which is a condition precedent to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(fif any).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska AAMPRO will deliver, or will cause to be delivered, to Shiprock Trident the ---------------------------------------------------------------------- following:: ------ (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska AAMPRO to the effect that all representations and warranties made by Duska AAMPRO under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub Trident on said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of AAMPRO dated within five business days of at or about the Closing to the effect that Duska AAMPRO is in good standing under the laws of said statejurisdiction; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4iii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5iv) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska AAMPRO authorizing the Merger;this transaction; and (6v) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, AAMPRO as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock and Shiprock Sub Trident will deliver or cause to be delivered to Duska:AAMPRO: ---------------------------------------------------------------- (1i) stock certificates representing those securities of Shiprock the Trident Shares to be issued as a part of the Merger as described in Section 2 hereofPurchase Price; (2ii) a certificate of the President of Shiprock and Shiprock Sub, respectivelyTrident, to the effect that all representations and warranties of Shiprock and Shiprock Sub Trident made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska AAMPRO on said date; (3iii) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s Board Trident's board of Directors and Shiprock Sub’s stockholder directors authorizing the Merger transaction contemplated hereunder and all related mattersmatters described herein; (4iv) certificates certificate from the jurisdiction of incorporation of Shiprock and Shiprock Sub Trident dated within five business days of at or about the Closing Date that each of said corporations Trident is in good standing under the laws of said state; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6v) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vi) written resignation of all of the existing officers and directors of Shiprock Trident and Shiprock Sub; (8) Escrow Agreement, signed appointment of new officers and directors as directed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇AAMPRO; and (11vii) all other items, the delivery corporate and financial records of which is a condition precedent to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f)Trident.

Documents at Closing. At the Closing, the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) Duska The Target Stockholders will deliver, or will cause to be delivered, delivered to Shiprock Acquiror the following: (1i) a Stock certificates representing the Target Shares being issued to the Acquiror hereunder, duly endorsed for transfer. (ii) A certificate executed by of the Chief Executive Officer or President of Duska each Target Stockholder to the effect that all representations and warranties made by Duska each Target Stockholder under or pursuant to this Agreement are true true, correct and correct reaffirmed as of the Closing and as of the Effective Date, the same as though originally given to Shiprock or Shiprock Sub Acquiror on said date; (2iii) a A certificate from the state of Duska’s incorporation dated within five business days jurisdiction (or local legal counsel opinion if such certificates are not available) of the place of incorporation of each Target and Asset Entity dated on or about the Closing Date to the effect that Duska each Target and Asset Entity is in good standing under the laws of said statejurisdiction; (3iv) A duly executed Investment Letters in the form attached hereto as Exhibit “D” executed by Letter from each of the Duska stockholders referred to in Section 9(c)Target Stockholder; (4v) such Such other instruments, documents and certificates, if any, as are reasonably required by the Acquiror and the Principals, including the legal opinion set forth in Section 9(d) hereof, to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock The Acquiror and Shiprock Sub the Principals will deliver or cause to be delivered to Duskadelivered: (1i) stock Stock certificates in the names of the Target Stockholders representing those securities of Shiprock the 10,000,000 Acquiror Shares to be issued by the Acquiror to the Target Stockholders in full consideration for the Target Shares as a part of the Merger as described set forth in Section 2 hereof;. (2ii) a A certificate of each officer and director of the President of Shiprock Acquiror and Shiprock Sub, respectively, Gold Hill to the effect that all representations and warranties of Shiprock the Acquiror and Shiprock Sub Gold Hill made under or pursuant to this Agreement are true true, correct and correct reaffirmed as of the ClosingClosing Date, the same as though originally made and given to Duska the Target Stockholders on said date; (3iii) certified Certified copies of resolutions adopted by Shiprock’s the Acquiror's and Shiprock Sub’s Gold Hill's Board of Directors Director and Shiprock Sub’s stockholder stockholders authorizing all of the Merger and all related matterstransactions described herein including those set forth in Section 8(d) of this Agreement; (4iv) certificates A long form, good standing certificate from the jurisdiction Secretary of incorporation State of Shiprock and Shiprock Sub the State of Delaware dated within five business days of on or about the Closing Date that each Acquiror (and Gold Hill from its State of said corporations Incorporation), is in good standing under the laws of said stateState; (5v) opinion Copies of Shiprock’s counsel the duly executed, certified By-Laws, the Amendment, the Articles of Incorporation of the Acquiror as described in Section 8(l) abovewell as all amendments thereto; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions The legal opinion of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and (11) all other items, the delivery of which is a condition precedent to the obligations of Duska, Acquiror's counsel as set forth in Section 8 hereof; (vii) All corporate, including tax and other books and records of Acquiror, including, but not limited to, all Board of Director and Stockholder minutes and resolutions and other interested corporate documents of the asset transfer and assumption agreements contemplated by Section 7(f).Acquiror;

Documents at Closing. At the Closing, the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) Duska The Shareholder will deliver, or will cause to be delivered, to Shiprock WENTWORTH ENERGY the following: (1i) a certificate executed by the Chief Executive Officer or President of Duska Shareholder to the effect that all representations and warranties made by Duska the Shareholder under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub WENTWORTH ENERGY on said date; (2ii) a certificate from the state State of Duska’s incorporation Texas dated within five business days of at or about the Closing to the effect that Duska BARNICO is in good standing under the laws of said stateState; (3iii) Investment Letters in the form attached hereto an opinion of his legal counsel, limited as Exhibit “D” executed by each to any portion of the Duska stockholders referred opinion as to an aspect of the agreement governed by the application of Texas law, to WENTWORTH ENERGY to the effect that: (a) BARNICO is a corporation validly existing and in Section 9(c)good standing under the laws of the State of Texas and is duly qualified to do business in any jurisdiction where so required except where the failure to so qualify would have no material adverse impact on the company; (4b) such other instrumentsBARNICO has the corporate power to carry on its business as now being conducted; and (c) This Agreement has been duly authorized, documents executed and certificates, if any, as are required delivered by the Shareholder. (iv) Certificates representing the BARNICO Shares to be delivered pursuant exchanged for WENTWORTH ENERGY Shares will be delivered, along with duly executed powers transferring such certificates to the provisions of this Agreement;WENTWORTH ENERGY. (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6v) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock SubWENTWORTH ENERGY, as set forth herein, including the asset transfer and assumption agreements contemplated by in Section 7(f); and (7) the legal opinion required by Section 9(e) hereof4. (b) Shiprock and Shiprock Sub WENTWORTH ENERGY will deliver or cause to be delivered to Duskathe Shareholder: (1) stock certificates representing those securities of Shiprock to be issued as a part of the Merger as described in Section 2 hereof; (2i) a certificate of from WENTWORTH ENERGY executed by the President or Secretary of Shiprock and Shiprock Sub, respectivelyWENTWORTH ENERGY, to the effect that all representations and warranties of Shiprock and Shiprock Sub WENTWORTH ENERGY made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska the Shareholder on said date; (3ii) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s WENTWORTH ENERGY Board of Directors and Shiprock Sub’s stockholder authorizing the Merger and all related mattersthis transaction; (4iii) certificates a certificate from the jurisdiction Oklahoma Secretary of incorporation of Shiprock and Shiprock Sub State dated within five business days of at or about the Closing Date that each of said corporations WENTWORTH ENERGY is in good standing under the laws of said stateState; (5iv) an opinion of Shiprock’s counsel counsel, limited as described to any portion of the opinion that applies to an aspect governed by the application of Oklahoma law, dated as of the Closing to the effect that: (a) WENTWORTH ENERGY is a corporation validly existing and in Section 8(l) abovegood standing under the laws of the State of Oklahoma; (6b) such other instruments This Agreement has been duly authorized executed and documents as are required to be delivered pursuant to the provisions by WENTWORTH ENERGY and is a valid and binding obligation of WENTWORTH ENERGY enforceable in accordance with its terms; (c) WENTWORTH ENERGY, through its Board of Directors, has taken all corporate action necessary for performance under this Agreement; (7d) written resignation of all of The documents executed and delivered to BARNICO and the officers Shareholder hereunder are valid and directors of Shiprock and Shiprock Subbinding in accordance with their terms; (8) Escrow Agreemente) The WENTWORTH ENERGY Shares to be issued pursuant to Section 1.1 hereof, signed by ▇▇▇▇▇ when issued, will be duly and ▇▇▇▇▇▇ ▇. ▇▇▇▇ validly issued, fully paid and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇non-assessable; and (11f) WENTWORTH ENERGY has the corporate power to execute the Agreement, deliver the Shares and perform under this Agreement. (v) Certificates representing a total of 2,500,000 shares of its fully paid and non-assessable issued and outstanding common stock, in the aggregate, deliverable to the Shareholder and cashier’s checks of US$5,000,000 in the aggregate to the Shareholder. (vi) all other items, the delivery of which is a condition precedent to the obligations of DuskaBARNICO, as set forth in Section 8 4 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska The Company will deliver, or will cause to be delivered, to Shiprock Parent the following: (1i) a certificate executed by the Chief Executive Officer or President of Duska the Company to the effect that all representations and warranties made by Duska the Company under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock Parent or Shiprock Merger Sub on said date; (2ii) a certificate from the state State of Duska’s incorporation Delaware dated within five business days of the Closing to the effect that Duska the Company is in good standing under the laws of said stateDelaware; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4iii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5iv) executed copy of the Certificate of Merger for filing in Delaware; and ; (v) certified copies of resolutions adopted by the stockholders and directors of Duska the Company authorizing the Merger; (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock Parent and Shiprock Merger Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and and (7vii) the legal opinion required by Section 9(e9(l) hereof. (b) Shiprock Parent and Shiprock Merger Sub will deliver or cause to be delivered to Duskathe Company: (1i) stock certificates representing those securities of Shiprock Parent to be issued as a part of the Merger as described in Section 2 hereof; (2ii) a certificate of the President of Shiprock Parent and Shiprock Merger Sub, respectively, to the effect that all representations and warranties of Shiprock Parent and Shiprock Merger Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska the Company on said date; (3iii) certified copies of resolutions adopted by Shiprock’s the stockholders and Shiprock Sub’s the Board of Directors of Merger Sub and Shiprock Sub’s stockholder the Board of Directors of Parent authorizing the Merger and all related matters; (4iv) certificates from the jurisdiction of incorporation of Shiprock Parent and Shiprock Merger Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5v) executed copy of the Certificate of Merger for filing in Delaware; (vi) opinion of Shiprock’s Parent's counsel as described in Section 8(l9(l) above; (6vii) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7viii) written resignation of all of the officers and directors of Shiprock Parent and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ Merger Sub and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy the written appointment of the filed Amended Company's nominees as directors and Restated Articles officers of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇Parent; and (11ix) all other items, the delivery of which is a condition precedent to the obligations of Duskathe Company, as set forth in Section 8 9 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At Between the Closingdate of this Agreement and the Delivery Date, the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) Duska will Real Estate Opportunities shall deliver, or will cause to be delivered, to Shiprock Monument Galleries the following: (1) stock certificates representing all shares of common stock of Real Estate Opportunities owned by all of the REO Shareholders, duly endorsed in blank, (2) all corporate records of Real Estate Opportunities, including without limitation corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Delivery Date), stock books, stock transfer books, corporate seals, and such other corporate books and records as may by reasonably requested by Monument Galleries and its counsel; (3) a certificate executed by of the Chief Executive Officer or President of Duska Real Estate Opportunities to the effect that all representations and warranties of Real Estate Opportunities made by Duska under this Agreement are true and correct as of reaffirmed on the Closing Date and as of the Effective Delivery Date, the same as though originally given to Shiprock or Shiprock Sub on said date; (2) a certificate from the state of Duska’s incorporation dated within five business days of the Closing to the effect that Duska is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement or which may be reasonably requested in furtherance of the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock and Shiprock Sub Monument Galleries will deliver or cause to be delivered to DuskaREO Shareholders and Real Estate Opportunities: (1) stock certificates representing those securities of Shiprock for Common Stock to be issued as a part of the Merger exchange as described in Section 2 hereoflisted on Exhibit "A" after the date of approval of this transaction by the REO Shareholders; (2) a certificate of the President of Shiprock and Shiprock Sub, respectively, Monument Galleries to the effect that all representations and warranties of Shiprock and Shiprock Sub Monument Galleries made under this Agreement are true reaffirmed on the Closing Date and correct as of the ClosingDelivery Date, the same as though originally given to Duska on said date; (3) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s Monument Galleries's Board of Directors and Shiprock Sub’s stockholder Real Estate Opportunities authorizing the Merger and all related mattersthis transaction; (4) certificates from the jurisdiction of incorporation of Shiprock and Shiprock Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and (11) all other items, the delivery of which is a condition precedent to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska The DA will deliver, or will cause to be delivered, to Shiprock GG the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska DA to the effect that to the best of their knowledge and belief all representations and warranties made by Duska regarding DA under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub GG on said date; (2ii) a certificate certificates from the state jurisdictions of Duska’s incorporation of DA and each of its subsidiaries dated within five business days of at or about the Closing to the effect that Duska DA and each subsidiary is in good standing under the laws of said statejurisdiction or such other evidence reasonably acceptable to GG to such effect. (iii) corporate resolutions of DA's Board of Directors authorizing the transactions described in this Agreement; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6v) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock SubGG, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof.; (b) Shiprock and Shiprock Sub The DA Stockholders will deliver or cause to be delivered to DuskaGG: (1i) The certificates representing their respective DA Shares as set forth on Exhibit "A" hereto; (ii) Investment Letters in the form attached hereto as Exhibit "B" executed by each of the DA Stockholders; (c) GG will deliver or cause to be delivered to the DA Stockholders: (i) stock certificates representing those securities of Shiprock GG to be issued as a part of in the Merger exchange as described in Section 2 Sections 2(c) hereof; (2ii) a certificate of the President and Secretary of Shiprock and Shiprock Sub, respectivelyGG, to the effect that that, to the best of their knowledge and belief, all representations and warranties of Shiprock and Shiprock Sub GG made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska the DA Stockholders on said date; (3iii) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s GG's Board of Directors and Shiprock Sub’s stockholder authorizing the Merger and all related matterstransactions described herein; (4iv) certificates from the jurisdiction of incorporation of Shiprock and Shiprock Sub GG dated within five business days of at or about the Closing Date that each of said corporations corporation is in good standing under the laws of said statejurisdiction; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6v) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vi) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇GG; and (11vii) all other items, the delivery of which is a condition precedent to the obligations of Duskathe DA Stockholders, as set forth in Section 8 11 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska The Company will deliver, or will cause to be delivered, to Shiprock Parent the following: (1) a certificate executed by the Chief Executive Officer or President of Duska the Company to the effect that all representations and warranties made by Duska the Company under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock Parent or Shiprock Merger Sub on said date; (2) a certificate from the state State of Duska’s incorporation Delaware dated within five business days of the Closing to the effect that Duska the Company is in good standing under the laws of said stateDelaware; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (54) executed copy of the Certificate of Merger for filing in Delaware; and ; (5) certified copies of resolutions adopted by the stockholders and directors of Duska the Company authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock Parent and Shiprock Merger Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and and (7) the legal opinion required by Section 9(e9(c) hereof. (b) Shiprock Parent and Shiprock Merger Sub will deliver or cause to be delivered to Duskathe Company: (1) stock certificates representing those securities of Shiprock Parent to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President of Shiprock Parent and Shiprock Merger Sub, respectively, to the effect that all representations and warranties of Shiprock Parent and Shiprock Merger Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska the Company on said date; (3) certified copies of resolutions adopted by Shiprock’s the stockholders and Shiprock Sub’s the Board of Directors of Merger Sub and Shiprock Sub’s stockholder the Board of Directors of Parent authorizing the Merger and all related matters; (4) certificates from the jurisdiction of incorporation of Shiprock Parent and Shiprock Merger Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) executed copy of the Certificate of Merger for filing in Delaware; (6) opinion of Shiprock’s Parent's counsel as described in Section 8(l8(k) above; (67) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) 8) written resignation of all of the officers and directors of Shiprock Parent and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ Merger Sub and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy the written appointment of the filed Amended Company's nominees as directors and Restated Articles officers of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇Parent; and (119) all other items, the delivery of which is a condition precedent to the obligations of Duskathe Company, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) Duska SONOMA will deliver, or will cause to be delivered, to Shiprock VMTI the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska SONOMA to the effect that all representations and warranties made by Duska SONOMA under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub VMTI on said date; (2ii) a certificate from the state State of Duska’s incorporation Illinois dated within five business days of at or about the Closing to the effect that Duska SONOMA is in good standing under the laws of said stateState; (3iii) Investment Letters or investment representations in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c)SONOMA Shareholder; (4iv) Stock certificates representing those shares of SONOMA Shares to be exchanged for VMTI; (v) an undertaking to certain members of the restructuring group of a "put" option for a total of 100,000 shares of Common Stock of VMTI, at price of .50 cents per share (subject to anti-dilution) to the post-merger entity one year after the Closing. (vi) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and , including but not limited to certified copies of resolutions adopted by the stockholders of SONOMA's Board of Directors authorizing this transaction and directors an opinion of Duska authorizing the Mergercounsel of SONOMA as described herein; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock and Shiprock Sub VMTI will deliver or cause to be delivered to DuskaSONOMA and the SONOMA Shareholders: (1i) stock certificates representing those securities shares of Shiprock VMTI Shares to be issued as a part of the Merger Exchange as described in Section 2 1 hereof; (2ii) a certificate of from VMTI executed by the President or Secretary of Shiprock and Shiprock Sub, respectivelyVMTI, to the effect that all representations and warranties of Shiprock and Shiprock Sub VMTI made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska SONOMA on said date; (3iii) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s VMTI's Board of Directors and Shiprock Sub’s stockholder authorizing the Merger and all related mattersthis transaction; (4iv) certificates from the jurisdiction Illinois Secretary of incorporation of Shiprock and Shiprock Sub State dated within five business days of at or about the Closing Date that each of said corporations VMTI is in good standing under the laws of said stateState; (5v) opinion of Shiprock’s VMTI's counsel as described in Section 8(l4.1 (h) above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vii) written resignation resignations of all of the existing officers and directors of Shiprock and Shiprock SubVMTI, as set forth in the Agreement; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and (11viii) all other items, the delivery of which is a condition precedent to the obligations of DuskaVMTI, as set forth in Section 8 4 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) Duska The Target Stockholders will deliver, or will cause to be delivered, delivered to Shiprock Acquiror the following: (1i) a Stock certificates representing the Target Shares being issued to the Acquiror hereunder, duly endorsed for transfer. (ii) A certificate executed by of the Chief Executive Officer or President of Duska each Target Stockholder to the effect that all representations and warranties made by Duska each Target Stockholder under or pursuant to this Agreement are true true, correct and correct reaffirmed as of the Closing and as of the Effective Date, the same as though originally given to Shiprock or Shiprock Sub Acquiror on said date; (2iii) a A certificate from the state of Duska’s incorporation dated within five business days jurisdiction (or local legal counsel opinion if such certificates are not available) of the place of incorporation of each Target and Asset Entity dated on or about the Closing Date to the effect that Duska each Target and Asset Entity is in good standing under the laws of said statejurisdiction; (3iv) A duly executed Investment Letters in the form attached hereto as Exhibit “D” executed by Letter from each of the Duska stockholders referred to in Section 9(c)Target Stockholder; (4v) such Such other instruments, documents and certificates, if any, as are reasonably required by the Acquiror and the Principals, including the legal opinion set forth in Section 9(d) hereof, to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock The Acquiror and Shiprock Sub the Principals will deliver or cause to be delivered to Duskadelivered: (1i) stock Stock certificates in the names of the Target Stockholders representing those securities of Shiprock the 10,000,000 Acquiror Shares to be issued by the Acquiror to the Target Stockholders in full consideration for the Target Shares as a part of the Merger as described set forth in Section 2 hereof;. (2ii) a A certificate of each officer and director of the President of Shiprock Acquiror and Shiprock Sub, respectively, Gold Hill to the effect that all representations and warranties of Shiprock the Acquiror and Shiprock Sub Gold Hill made under or pursuant to this Agreement are true true, correct and correct reaffirmed as of the ClosingClosing Date, the same as though originally made and given to Duska the Target Stockholders on said date; (3iii) certified Certified copies of resolutions adopted by Shiprock’s the Acquiror's and Shiprock Sub’s Gold Hill's Board of Directors Director and Shiprock Sub’s stockholder stockholders authorizing all of the Merger and all related matterstransactions described herein including those set forth in Section 8(d) of this Agreement; (4iv) certificates A long form, good standing certificate from the jurisdiction Secretary of incorporation State of Shiprock and Shiprock Sub the State of Delaware dated within five business days of on or about the Closing Date that each Acquiror (and Gold Hill from its State of said corporations Incorporation), is in good standing under the laws of said stateState; (5v) opinion Copies of Shiprock’s counsel the duly executed, certified By-Laws, the Amendment, the Articles of Incorporation of the Acquiror as described in Section 8(l) abovewell as all amendments thereto; (6vi) such The legal opinion of Acquiror's counsel as set forth in Section 8 hereof; (vii) All corporate, tax and other books and records of Acquiror, including, but not limited to, all Board of Director and Stockholder minutes and resolutions and other interested corporate documents of the Acquiror; (viii) A receipt of the Acquiror of all of the issued and outstanding capital stock of each of the Targets; and (ix) Resignations of all current officers and directors of the Acquiror after appointment of new directors and officers nominated by the Target Stockholders. (x) Such other instruments and documents as are required to be delivered (or requested by counsel to the Target Shareholders) pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and (11) all other items, the delivery of which is a condition precedent to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska Xenonics will deliver, or will cause to be delivered, to Shiprock DHTS the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska Xenonics to the effect that all representations and warranties made by Duska Xenonics under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub DHTS on said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of Xenonics dated within five business days of at or about the Closing to the effect that Duska Xenonics is in good standing under the laws of said statejurisdiction; (3iii) Investment Letters in the form attached hereto as Exhibit “D” "C" executed by each of the Duska stockholders referred to in Section 9(c)Xenonics Stockholder; (4iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5v) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders shareholders and directors of Duska Xenonics authorizing the Merger;this transaction; and (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, DHTS as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and . (7vii) the legal opinion required by Section 9(e12(d) hereof. (b) Shiprock and Shiprock Sub DHTS will deliver or cause to be delivered to DuskaXenonics: (1i) stock certificates representing those securities of Shiprock the DHTS Shares to be issued as a part of the Merger stock exchange as described in Section 2 hereofherein; (2ii) a certificate of the President of Shiprock and Shiprock Sub, respectivelyDHTS, to the effect that all representations and warranties of Shiprock and Shiprock Sub DHTS made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska Xenonics on said date; (3iii) certified copies of resolutions adopted by Shiprock’s DHTS's board of directors and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder DHTS's Stockholders authorizing the Merger Acquisition and all related mattersmatters described herein; (4iv) certificates certificate from the jurisdiction of incorporation of Shiprock and Shiprock Sub DHTS dated within five business days of at or about the Closing Date that each of said corporations DHTS is in good standing under the laws of said state; (5v) opinion of Shiprock’s DHTS's counsel as described in Section 8(l11(l) above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vii) written resignation of all the existing officer and director of the officers and directors of Shiprock and Shiprock SubDHTS; (8) Escrow Agreement, signed by ▇▇▇▇▇ viii) all corporate and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy financial records of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇DHTS; and (11ix) all other items, the delivery of which is a condition precedent to the obligations of DuskaXenonics, as set forth in Section 8 12 hereof, including net cash proceeds of the asset transfer and assumption agreements contemplated by Section 7(f)DHTS Financing.

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska Ideas will deliver, or will cause to be delivered, to Shiprock FreeSoftwareClub the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska Ideas to the effect that all representations and warranties made by Duska Ideas under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub FreeSoftwareClub on said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of Ideas dated within five business days of at or about the Closing to the effect that Duska Ideas is in good standing under the laws of said statejurisdiction; (3iii) Investment Letters in the form attached hereto as Exhibit “D” "C" executed by each of the Duska stockholders referred to in Section 9(c)Ideas Stockholder; (4iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5v) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders shareholders and directors of Duska Ideas authorizing the Merger;this transaction; and (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, Ideas as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and . (7vii) the legal opinion required by Section 9(e12(d) hereof. (b) Shiprock and Shiprock Sub FreeSoftwareClub will deliver or cause to be delivered to DuskaIdeas: (1i) stock certificates representing those securities of Shiprock the FreeSoftwareClub Shares to be issued as a part of the Merger stock exchange as described in Section 2 hereofherein; (2ii) a certificate of the President of Shiprock and Shiprock Sub, respectivelyFreeSoftwareClub, to the effect that all representations and warranties of Shiprock and Shiprock Sub FreeSoftwareClub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska Ideas on said date; (3iii) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s Board FreeSoftwareClub's board of Directors and Shiprock Sub’s stockholder directors authorizing the Merger Acquisition and all related mattersmatters described herein; (4iv) certificates certificate from the jurisdiction of incorporation of Shiprock and Shiprock Sub FreeSoftwareClub dated within five business days of at or about the Closing Date that each of said corporations FreeSoftwareClub is in good standing under the laws of said state; (5v) opinion of Shiprock’s FreeSoftwareClub's counsel as described in Section 8(l11(j) above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vii) written resignation of all of the existing officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇FreeSoftwareClub; and (11viii) all other items, the delivery corporate and financial records of which is a condition precedent to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f)FreeSoftwareClub.

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska AngioGenex will deliver, or will cause to be delivered, to Shiprock eClic the following: (1) a certificate executed by the Chief Executive Officer or President of Duska AngioGenex to the effect that all representations and warranties made by Duska AngioGenex under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock eClic or Shiprock eClic Sub on said date; (2) a certificate from the state of Duska’s AngioGenex' incorporation dated within five business days of the Closing to the effect that Duska AngioGenex is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” "C" executed by each of the Duska stockholders referred to in Section 9(c)AngioGenex Common Stockholder; (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in DelawareNevada; and certified copies of resolutions adopted by the stockholders and directors of Duska AngioGenex authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock eClic and Shiprock eClic Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock eClic and Shiprock eClic Sub will deliver or cause to be delivered to DuskaAngioGenex: (1) stock certificates representing those securities of Shiprock eClic to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President of Shiprock eClic and Shiprock eClic Sub, respectively, to the effect that all representations and warranties of Shiprock eClic and Shiprock eClic Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska AngioGenex on said date; (3) certified copies of resolutions adopted by Shiprock’s eClic's and Shiprock eClic Sub’s 's Board of Directors and Shiprock eClic Sub’s 's stockholder authorizing the Merger and all related matters; (4) certificates from the jurisdiction of incorporation of Shiprock eClic and Shiprock eClic Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) opinion of Shiprock’s eClic's counsel as described in Section 8(l) above; (6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock eClic and Shiprock eClic Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ the Majority Shareholder and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.eClic; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and (11) all other items, the delivery of which is a condition precedent to the obligations of DuskaAngioGenex, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska OWO will deliver, or will cause to be delivered, to Shiprock MCL the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska OWO to the effect that all representations and warranties made by Duska OWO under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub MCL on said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of OWO dated within five business days of at or about the Closing to the effect that Duska OWO is in good standing under the laws of said statejurisdiction; (3iii) Investment Letters in the form attached hereto as Exhibit “D” "C" executed by each of the Duska stockholders referred to in Section 9(c)OWO Stockholder; (4iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5v) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders shareholders and directors of Duska OWO authorizing the Merger;this transaction; and (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, MCL as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and . (7vii) the legal opinion required by Section 9(e12(d) hereof. (b) Shiprock and Shiprock Sub MCL will deliver or cause to be delivered to DuskaOWO: (1i) stock certificates representing those securities of Shiprock the MCL Shares to be issued as a part of the Merger stock exchange as described in Section 2 hereofherein; (2ii) a certificate of the President of Shiprock and Shiprock Sub, respectivelyMCL, to the effect that all representations and warranties of Shiprock and Shiprock Sub MCL made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska OWO on said date; (3iii) certified copies of resolutions adopted by Shiprock’s MCL's board of directors and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder MCL's Stockholders authorizing the Merger Acquisition and all related mattersmatters described herein; (4iv) certificates certificate from the jurisdiction of incorporation of Shiprock and Shiprock Sub MCL dated within five business days of at or about the Closing Date that each of said corporations MCL is in good standing under the laws of said state; (5v) opinion of Shiprock’s MCL's counsel as described in Section 8(l11(l) above; (6vi) such other instruments resignation of the existing officer and documents as are required to be delivered pursuant to the provisions director of this AgreementMCL; (7vii) written resignation all corporate and financial records of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇MCL; and (11viii) all other items, the delivery of which is a condition precedent to the obligations of DuskaOWO, as set forth in Section 8 12 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents shall be delivered: (a) Duska Aladdin will deliver, or will cause to be delivered, to Shiprock FGT the following:: 14 (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska Aladdin to the effect that all representations and warranties made by Duska Aladdin under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub FGT on said date; (2ii) a certificate from the state jurisdiction of Duska’s incorporation of Aladdin dated within five business days of at or about the Closing to the effect that Duska Aladdin is in good standing under the laws of said statejurisdiction; (3iii) Investment Letters in the form attached hereto as Exhibit “D” "C" executed by each of the Duska stockholders referred to in Section 9(c)Aladdin Stockholder; (4iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5v) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders shareholders and directors of Duska Aladdin authorizing the Merger;this transaction; and (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, FGT as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and . (7vii) the legal opinion required by Section 9(e12(d) hereof. (b) Shiprock and Shiprock Sub FGT will deliver or cause to be delivered to DuskaAladdin: (1i) stock certificates representing those securities of Shiprock the FGT Shares to be issued as a part of the Merger stock exchange as described in Section 2 hereofherein; (2ii) a certificate of the President of Shiprock and Shiprock Sub, respectivelyFGT, to the effect that all representations and warranties of Shiprock and Shiprock Sub FGT made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska Aladdin on said date; (3iii) certified copies of resolutions adopted by Shiprock’s FGT's board of directors and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder FGT's Stockholders authorizing the Merger Acquisition and all related mattersmatters described herein; (4iv) certificates certificate from the jurisdiction of incorporation of Shiprock and Shiprock Sub FGT dated within five business days of at or about the Closing Date that each of said corporations FGT is in good standing under the laws of said state; (5v) opinion of Shiprock’s FGT's counsel as described in Section 8(l11(l) above; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7vii) written resignation of all the existing officer and director of the officers and directors of Shiprock and Shiprock Sub;FGT; 15 (8) Escrow Agreement, signed by ▇▇▇▇▇ viii) all corporate and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy financial records of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇FGT; and (11ix) all other items, the delivery of which is a condition precedent to the obligations of DuskaAladdin, as set forth in Section 8 12 hereof, including net cash proceeds of the asset transfer and assumption agreements contemplated by Section 7(f)FGT Financing.

Documents at Closing. At the Closing, the following documents shall will be delivered: (a) Duska Farmhouse will deliver, or will cause to be delivered, to Shiprock Westgate the following:; (1i) a certificate executed by the Chief Executive Officer or President Presidents of Duska Farmhouse to the effect that all representations and warranties made by Duska Farmhouse under this Agreement are true and correct as of the Closing and as of the Effective DateTime of the Merger, the same as though originally given to Shiprock Westgate or Shiprock Merger Sub on said datedate and that Farmhouse has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Farmhouse on or prior to the Effective Time of the Merger; (2ii) a certificate from the state of Duska’s Farmhouse’ incorporation dated within five (5) business days of the Closing to the effect that Duska each respective corporation is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4iii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5iv) an executed copy of the Certificate Articles of Merger related to the Merger contemplated by this Agreement for filing in Delaware; Washington and Utah; (v) certified copies of resolutions adopted by Farmhouse’ Board of Directors approving the stockholders Merger Agreement and directors of Duska authorizing other Transaction Documents related to the Merger;; and (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock Westgate and Shiprock Merger Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by in Section 7(f); and (7) the legal opinion required by Section 9(e) hereof9 above. (b) Shiprock Westgate and Shiprock Merger Sub will deliver or cause to be delivered to Duska:Farmhouse; (1i) stock certificates representing those securities of Shiprock Westgate to be issued to Farmhouse Stockholders as a part of the Merger as described in Section 2 2(c) hereof; (2ii) a certificate of the President Presidents of Shiprock Westgate and Shiprock Merger Sub, respectively, to the effect that all representations and warranties of Shiprock Westgate and Shiprock Merger Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska on said date; and that each of Westgate and Merger Sub has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger; (3iii) certified copies of resolutions adopted by ShiprockWestgate’s and Shiprock Merger Sub’s Board Boards of Directors and Shiprock Merger Sub’s sole stockholder approving the Merger Agreement and authorizing the Merger and all related matters; (4iv) certificates from the jurisdiction jurisdictions of incorporation of Shiprock Westgate and Shiprock Merger Sub dated within five (5) business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5v) opinion an executed copy of Shiprock’s counsel as described the Articles of Merger for filing in Section 8(l) aboveWashington; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and (11vii) all other items, the delivery of which is a condition precedent to the obligations of Duska, Farmhouse as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

Documents at Closing. At the Closing, the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) Duska PROVIDENTIAL will deliver, or will cause to be delivered, to Shiprock JRCI the following: (1i) a certificate executed by the Chief Executive Officer or President and Secretary of Duska PROVIDENTIAL to the effect that all representations and warranties made by Duska PROVIDENTIAL under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub JRCI on said date; (2ii) a certificate from the state State of Duska’s incorporation California dated within five business days of at or about the Closing to the effect that Duska PROVIDENTIAL is in good standing under the laws of said stateState; (3iii) Investment Letters in the form attached hereto PROVIDENTIAL and its Shareholders shall deliver an opinion of its legal counsel, limited as Exhibit “D” executed by each to any portion of the Duska stockholders referred opinion as to an aspect of the agreement governed by the application of Delaware or New York law, to JRCI to the effect that: (a) PROVIDENTIAL is a corporation validly existing and in Section 9(c)good standing under the laws of the State of California and is duly qualified to do business in any jurisdiction where so required except where the failure to so qualify would have no material adverse impact on the company; (4b) such other instrumentsPROVIDENTIAL has the corporate power to carry on its business as now being conducted; and (c) This Agreement has been duly authorized, documents executed and certificates, if any, as are required delivered by PROVIDENTIAL. (iv) A letter of consent to the transaction from the NASD. (v) Stock certificates representing those shares of PROVIDENTIAL to be delivered pursuant exchanged for JRCI Shares will be delivered, along with duly executed stock powers transferring such shares to the provisions of this Agreement;JRCI. (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6vi) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock SubJRCI, as set forth herein, including the asset transfer and assumption agreements contemplated by in Section 7(f); and (7) the legal opinion required by Section 9(e) hereof4. (b) Shiprock and Shiprock Sub JRCI will deliver or cause to be delivered to DuskaPROVIDENTIAL and the Providential Shareholders: (1) stock certificates representing those securities of Shiprock to be issued as a part of the Merger as described in Section 2 hereof; (2i) a certificate of from JRCI executed by the President or Secretary of Shiprock and Shiprock Sub, respectivelyJRCI, to the effect that all representations and warranties of Shiprock and Shiprock Sub JRCI made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska PROVIDENTIAL on said date; (3ii) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s JRCI Board of Directors authorizing this transaction; and Shiprock Sub’s stockholder authorizing the Merger and all related mattersan opinion of JRCI counsel as described in Section 4 above; (4iii) certificates from the jurisdiction Nevada Secretary of incorporation of Shiprock and Shiprock Sub State dated within five business days of at or about the Closing Date that each of said corporations JRCI is in good standing under the laws of said stateState; (5iv) an opinion of Shiprock’s counsel counsel, limited as described to any portion of the opinion that applies to an aspect governed by the application of Delaware or Nevada law, dated as of the Closing to the effect that: (1) JRCI is a corporation validly existing and in Section 8(l) abovegood standing under the laws of the State of Nevada; (62) such other instruments This Agreement has been duly authorized executed and documents as are required to be delivered pursuant to the provisions by JRCI and is a valid and binding obligation of JRCI enforceable in accordance with its terms; (3) JRCI, through its Board of Directors and its shareholders, has taken all corporate action necessary for performance under this Agreement; (74) written resignation The documents executed and delivered to PROVIDENTIAL and the PROVIDENTIAL Shareholders hereunder are valid and binding in accordance with their terms to the shares of all of the officers JRCI Shares to be issued pursuant to Section 1.1 hereof, and directors of Shiprock such Shares will be duly and Shiprock Sub; (8) Escrow Agreementvalidly issued, signed by ▇▇▇▇▇ fully paid and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇non-assessable; and (115) all other itemsJRCI has the corporate power to execute the Agreement, deliver the delivery of which is a condition precedent to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer Shares and assumption agreements contemplated by Section 7(f)perform under this Agreement.

Documents at Closing. At the Closing, the following documents transactions shall be delivered-------------------- occur, all of such transactions being deemed to occur simultaneously: (a) Duska Acquiree Stockholders will deliver, or will cause to be delivered, to Shiprock Acquiror the following: (1) stock certificates for the shares of Acquiree Stock being exchanged hereunder, duly endorsed in blank. (2) a certificate executed by the Chief Executive Officer or President of Duska certain principal Acquiree Stockholders to the effect that all representations and warranties made by Duska Acquiree and Acquiree Stockholders under this Agreement are true and correct as of the Closing and as of the Effective DateClosing, the same as though originally given to Shiprock or Shiprock Sub Acquiror on said date; (23) a certificate from the state Secretary of Duska’s State of its incorporation dated within five business days at or about the date of the Closing to the effect that Duska Acquiree is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c)State; (4) an investment letter from the Acquiree Stockholders; (5) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock and Shiprock Sub Acquiror will deliver or cause to be delivered to Duskadelivered: (1) stock certificates representing those securities 2,100,000 shares of Shiprock to be Acquiror Common Stock issued as a part in full consideration of the Merger exchange as described in Section 2 hereof;herein: (2) a certificate of the President and Secretary of Shiprock and Shiprock Sub, respectively, Acquiror to the effect that all representations and warranties of Shiprock and Shiprock Sub Acquiror made under this Agreement are true and correct as of reaffirmed on the ClosingClosing Date, the same as though originally given to Duska Acquiree and Acquiree Stockholders on said date; (3) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s Acquiror's Board of Directors Directors, including resignations of the current Acquiror officers and Shiprock Sub’s stockholder directors, and resolutions of Stockholders authorizing the Merger and all related mattersthis transaction; (4) certificates a Certificate from the jurisdiction Secretary of State of Acquiror's state of incorporation dated at or about the date of Shiprock and Shiprock Sub dated within five business days of the Closing Date that each of said corporations Acquiror is in good standing under the laws of said stateState; (5) opinion all corporate records of Shiprock’s counsel as described in Section 8(l) above;Acquiror: (6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and (11) all other items, the delivery of which is a condition precedent to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f)turning over of control of corporate assets of Acquiror.

Documents at Closing. At the Closing, the following documents shall will be delivered: (a) Duska Seaglass will deliver, or will cause to be delivered, to Shiprock Calypso the following:; (1i) a certificate executed by the Chief Executive Officer or President Presidents of Duska Seaglass to the effect that all representations and warranties made by Duska Seaglass under this Agreement are true and correct as of the Closing and as of the Effective DateTime of the Merger, the same as though originally given to Shiprock Calypso or Shiprock Merger Sub on said datedate and that Seaglass has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Seaglass on or prior to the Effective Time of the Merger; (2ii) a certificate from the state of Duska’s Seaglass’ incorporation dated within five business days of the Closing to the effect that Duska each respective corporation is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4iii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5iv) an executed copy of the Certificate Articles of Merger related to the Merger contemplated by this Agreement for filing in Delaware; and Nevada; (v) certified copies of resolutions adopted by Seaglass’ Board of Directors approving the stockholders Merger Agreement and directors of Duska authorizing other Transaction Documents related to the Merger; (6vi) All requisite and necessary documents evidencing the ownership of the Claims; and (vii) all other items, the delivery of which is a condition precedent to the obligations of Shiprock Calypso and Shiprock Merger Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by in Section 7(f); and (7) the legal opinion required by Section 9(e) hereof9 above. (b) Shiprock Calypso and Shiprock Merger Sub will deliver or cause to be delivered to Duska:Seaglass; (1i) stock certificates representing those securities of Shiprock Calypso to be issued to Seaglass Stockholders as a part of the Merger as described in Section 2 2(c) hereof; (2ii) a certificate of the President Presidents of Shiprock Calypso and Shiprock Merger Sub, respectively, to the effect that all representations and warranties of Shiprock Calypso and Shiprock Merger Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska on said date; and that each of Calypso and Merger Sub has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger; (3iii) certified copies of resolutions adopted by ShiprockCalypso’s and Shiprock Merger Sub’s Board Boards of Directors and Shiprock Merger Sub’s sole stockholder approving the Merger Agreement and authorizing the Merger and all related matters; (4iv) certificates from the jurisdiction of incorporation of Shiprock Calypso and Shiprock Merger Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5v) opinion an executed copy of Shiprock’s counsel as described the Articles of Merger for filing in Section 8(l) aboveNevada; (6vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and (11vii) all other items, the delivery of which is a condition precedent to the obligations of Duska, Seaglass as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).. --